UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Under Section 12(g) of the Securities Exchange Act
of 1934
Trustfeed
Corp. |
(Exact name of registrant as specified in its charter) |
Nevada |
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86-1006313 |
(State or other jurisdiction of incorporation) |
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(I.R.S. Employer Identification No.) |
140 Broadway, 46th Floor New York, NY 10005 |
(Address of principal executive offices and Zip Code) |
800-490-7454 |
(Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act: None |
Securities to be registered pursuant to Section 12(g) of the Act:
Common stock, $0.001 par value
(Title of class)
Indicate by check mark whether the registrant is a large, accelerated filer,
an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large,
accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
[X] |
Smaller reporting company |
[X] |
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Emerging growth company |
[ ] |
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. [ ]
TABLE OF CONTENTS
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
Some of the statements contained in this registration
statement on Form 10 of Trustfeed Corp. (hereinafter the “Company,” “Trustfeed,” “TRFE,” “we,”
“us” or “our”) discuss future expectations, contain projections of our plan of operation or financial condition
or state other forward-looking information. In this registration statement, forward-looking statements are generally identified by the
words such as “anticipate,” “plan,” “believe,” “expect,” “estimate” and the
like. Forward-looking statements involve future risks and uncertainties, there are factors that could cause actual results or plans to
differ materially from those expressed or implied. These statements are subject to known and unknown risks, uncertainties, and other factors
that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is
based on various factors and is derived using numerous assumptions. A reader should not place undue reliance on these forward-looking
statements, which apply only as of the date of this registration statement. Important factors that may cause actual results to differ
from projections include, for example:
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the success or failure of management’s efforts to implement the Company’s business plan; |
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the ability of the Company to fund its operating expenses; |
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the ability of the Company to compete with other companies that have a similar business plan; |
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the effect of changing economic conditions impacting our plan of operation; |
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the ability of the Company to meet the other risks as may be described in future filings with the SEC. |
Readers are cautioned not to place undue reliance on
the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this
Form 10 to be accurate as of the date hereof. Changes may occur after that date. We will not update that information except as required
by law in the normal course of our public disclosure practices.
Additionally, the following discussion regarding our
financial condition and results of operations should be read in conjunction with the financial statements and related notes included in
this Form 10.
Item 1. Business
The Company, Trusteed Corp., was in the business of
acquiring, leasing, and licensing growers for the cultivation and production (processing and distribution of cannabis and cannabis-related
products within an incubator environment). The Company was also in the business of renewable fresh water and real estate.
As a result of the change in ownership of the Company
in 2021 by Fastbase, Inc., the Company is now a technology company with access to a global database of information to provide consumers
with trusted information about the companies they do business with.
Consequently, Fastbase is now able to unilaterally
control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction
of our Company. Also, Rasmus Refer, beneficial owner of Fastbase, is our sole officer and director.
To make sound purchasing decisions, consumers need
to trust the companies they buy from and the products they sell. Three big problems stand in the way.
1. Finding Trustworthy Company Information
There is no go-to place to get reliable company information.
In each country the Government may have a searchable database which will give very basic information. One would need to look at the company
website, LinkedIn, Glassdoor, Google My Business or paid services like LinkedIn Sales Navigator, D&B or Forrester.
Review sites have little real information about the company. They mostly
focus on a brief description, and it varies from one site to the other.
When over 50% of Amazon sales are made through third
party sellers (42 billion USD in third party service revenues) it is important to be able to have fundamental information available about
a company. A European-sounding company name like Elle Network may turn out to be located in Zhengzhou City, and that can affect delivery
times and returns or product support.
2. Trusting reviews
On the other hand, there is no shortage of review sites.
Regardless of whether a business buyer (B2B) or a consumer (B2C) there are a few options to perform due diligence and research the companies
and products on offer.
B2B buyers of software will use one of the growing numbers of software
reviewing sites that aggregate reviews like G2, Capterra or IT Central Station. Any company can create a listing. To encourage reviews,
incentives are offered, or the vendor sends the invitation to the reviewer.
B2C buyers go to sites that specialize in consumer
product reviews for anything from kitchen goods to garden furniture. Most people are familiar with sites like Amazon, Trustpilot, Best
Buy, Google and Yelp. Nearly half of U.S. internet users start product searches on Amazon compared to 35% on Google.
There are good reviews and bad reviews. It is not possible
to tell whether a glowing review was written by the business owner, its employee or a paid reviewer. A study of fraud found that up to
16% of Yelp review were suspicious. Some Amazon categories had up to 64% of fake reviews.
Bad reviews are written not just by consumers. They
are written by the competition, disgruntled employees, in naming and shaming or just for malicious fun. Many sites combine reviews in
their comments sections. It is so easy to manipulate site content that reviews are becoming less trustworthy every day. Even the review
sites themselves are often shills for companies or affiliate programs.
The Trustfeed Solution
Trustfeed is a technology company with access to a
global database of company information. Trustfeed offers software-as-a-service (“SaaS”) based applications and services to
its business and consumer customers.
| § | Trustfeed is ambitious. The Company’s goal is to be
the leading global review platform within two years. |
| § | Trustfeed believes that trust is the foundation of the buyer
digital journey. Consumers are jaded by the ‘wild west’ approach to reviews and company information and want the reassurance
that the information they are reading is from a reliable authority. |
| § | State-of-the-art crawler technology, machine learning and
Artificial intelligence tools are the techniques behind this fight for trustworthy information. |
Crawl, Aggregate, Verify and Organize (COVA)
Using Trustfeed’s COVA system of gathering and
organizing data, users are able to access valuable information about companies spanning 130 countries. They will get an immediate picture
of the company and products based on source information and in addition there will be an aggregate view of reviews. Using complex algorithms
Trustfeed will calculate a rating that takes into account many other reviews already done, remove any suspicious ones and provide you
with the most likely version of facts.
Business Model
Trustfeed introduced a flexible, modular subscription
model where businesses can use Trustfeed’s basic services for free and will be able to subscribe for additional paid services on
Trustfeed’s platform. Extended options will be added for companies to access their profile and contribute additional useful information,
org charts, product information and contact points. Users will be able to contribute their own reviews of products.
Trustfeed is a technology company with a massive database
of company information and state-of-the-art web- crawling technology that continuously adds more data. Our capital is the data we have
aggregated and organized and the know-how to collect it. The data from over 50 million company domains forms the back-bone of the Trustfeed
solution. Trustfeed aims to be the uber review-site and put trust back into the review equation.
Market for Products and Services
Trustfeed was founded in 2021 to revolutionize the
company data and product review world with a trusted platform of reviews and company profiles.
There has been a post-Covid 19 surge in the volume
of online ratings and reviews (40 to 80 percent higher during the core pandemic months in 2020, compared with 2019). E-commerce, which
had already been expanding, experienced ten years’ growth during the first quarter of 2020. This tsunami of reviews has taken the
importance of product feedback to new heights, giving it greater weight and credibility. The elephant in the room for e-commerce and consumers
has always been how to determine reviewer integrity and disregard fake and malicious reviews. Trustfeed has reviewer integrity as its
purpose-driven foundation stone. Its symbiotic approach uses machine learning and artificial intelligence tools to empower customers with
a voice, putting trust back into purchasing. This symbiotic approach also gives companies the platform and product feedback cycle to uncover
ways to improve next generation products and services. Trustfeed allows product teams to track star ratings and mine review text for next
generation insights. Through Trustfeed’s validated data companies can determine or predict future innovative offerings that increase
market-share and even unlock new product categories. In the best cases, better products might help companies leapfrog their competitors
by driving much greater organic growth.
The global Total Addressable Market (excluding China)
is estimated by OC&C Strategy Consultants LLP (“OC&C”) to be approximately US$50 billion. Trustfeed is set to revolutionize
the company data and next generation product review world. We anticipate fast growth with Trustfeed’s services helping businesses
raise their profile, build their own trust credentials and more effectively target potential customers.
Products and Services
Trustfeed enables businesses to create brand awareness,
get endorsement of their products and have a feedback loop for product improvement. Many people read online company or product reviews
and trust them as much as personal recommendations. Trustfeed’s aim is to revolutionize the company data and product review world
with a trusted platform of reviews and company profiles.
Trustfeed has reviewer integrity as its purpose-driven
foundation stone. Its symbiotic approach uses machine learning and artificial intelligence tools to empower customers with a voice, putting
trust back into purchasing. This symbiotic approach also gives companies the platform and product feedback cycle to uncover ways to improve
next generation products and services.
The service allows product
teams to track star ratings and mine review text for next generation insights. Through Trustfeed’s validated data companies can
determine or predict future innovative offerings that increase market share and even unlock new product categories. In the best cases,
better products might help companies leapfrog their competitors by driving much greater organic growth.
Trustfeed uses its own proprietary state-of-the-art
crawler technology, machine learning and Artificial intelligence tools which are the techniques behind the goal for trustworthy information.
With the technology Trustfeed is continuously adding companies and company information with the aim of ensuring current accurate and reliable
company information available 24/7.
Trustfeed offers a flexible, modular subscription model
where businesses can use Trustfeed’s basic services for free and will be able to subscribe for additional services on Trustfeed’s
platform. Extended options will be added for companies to access their profile and contribute additional useful information, org charts,
product information and contact points. With Trustfeed companies can achieve strong awareness and web traffic boost. Users will be able
to contribute their own reviews of products. Trustfeed business model consists of freemium and paid subscription. The advantages are:
Free Subscription
Create, claim and edit profile
Upload images/logos
Display Trustfeed widget on website
Includes Google Ads on profile
Paid Subscription
Create, claim and edit profile
Upload images/logos
Display widget on website
No Ads on profile
Branding
Featured placement on frontpage
Profile included in Google search result.
Features
Upload special offers, discount code
Upload video
Leads
Advanced analytics
Access to list of visitors in real-time
Reviews & ratings
Trustfeed services provides aggregated reviews from
trusted sources like: Amazon, Google, Maps, Yelp, Tripadvisor and reviews from anyone signed up to Trustfeed website.
Company profile listing
Companies claiming a trustfeed profile will be able
to add their own content and information about the company to better inform the B2B market.
Benefits of this are:
| § | Improve Google search positions |
| § | Interact with your customers |
| § | Provide special offers and discount |
Retail will be able to highlight their service or product
in search results.
Google target ads appear in Trustfeed result
Revenue models
Subscriptions
Companies in the B2B space can claim their Trustfeed
profile and build value information about products, services, special offers, discount codes, deals etc.
Advertising
Premium listed companies will be able to include advertising
banners and highlight product deals.
Deals & special Offers
Grouped deals can be offered and Trustfeed will take
a 15% commission of the sales.
Marketing
The future, theoretical long-term opportunity
available to Trustfeed is represented by a large, underpenetrated Total Addressable Market (“TAM”). The global TAM (excluding
China) is estimated by OC&C Strategy Consultants LLP (“OC&C”) to be approx. $50 billion. Trustfeed platform, and the
fast expanding big-data ecosystem that underpins it, enables Trustfeed to offer SaaS-based applications and services that provide high-value
intelligence and capabilities to its customers.
All eCommerce businesses are expected
increasingly to seek to establish trust online. According to an eMarketer.com report in May 2019, retail ecommerce was approx. 141 per
cent. of all global retail spending, or US$3.5 trillion, in 2019 and is forecast to amount to approximately 22.0 per cent. of all global
retail spending, or US$6.5 trillion, by 2023.
We expect to do extensive awareness for our services.
These consists of the following non-exhausting list:
1. Google customized ads targeting
50 million companies having a freemium profile page on Trustfeed.com website
2. Campaign targeting several
million companies having a profile page on LinkedIn, Yelp and Trustpilot.
3. A series of press releases
about our various product solutions.
4. Extensive Search Engine Optimization
in order to get Trustfeed profile pages included in Google search engine.
5. Tweets about new functionality
and business actions
6. Establishment of white labels
program to promote Trustfeed paid solutions.
7. Establishment of reseller
program specifically for digital marketing agencies to promote Trustfeed paid solutions.
8. Targeted customized ads on
Linkedin.com targeting companies having a freemium profile page on Trustfeed.com website
Intellectual Property
Trustfeed has its own development team. We develop
intellectual property to differentiate our products and technology, mitigate infringement risks, and develop opportunities for licensing.
We devote resources to developing and protecting our business concept and continuously seek to identify and evaluate our intellectual
properties. Our intellectual property portfolio allows us to use proprietary technologies that are not available to our competitors.
We compete based on the variety of features we offer and a traditional cost/benefit analysis against alternative technologies and solutions.
In connection with our intellectual property licensing goals, we will grant exclusive right to sublicense our intellectual property assets
existing based on reseller services in exchange for various strategic and financial benefits, including profit participation. We do not
assure you that the protection of our proprietary assets will be adequate or that our competitors will not independently develop similar
technologies, or design around any of our intellectual property.
We plan to continue investing in research and development.
Patents
At this time, we will not be filing for patents for
various reasons:
A patent application means making certain technical
information about our intellectual properties publicly available. As part of obtaining a patent,
the inner workings of an invention must be publicly disclosed in a patent specification. We anticipate that keeping our intellectual
assets secret will keep competitors at bay more effectively.
Additionally,
all patents eventually expire such that the previously protected intellectual property becomes
free to be exploited by the public.
Given the above,
patents are a suitable form of protection if competitors can readily reverse engineer intellectual property.
However, for
intellectual property that cannot be readily reproduced by others, it can easier be kept
a trade secret. Applying for a patent can be a very time-consuming and it will cost money whether applications are
successful or not - the application, searches for existing patents and a patent attorney's fees can all contribute to a reasonable outlay
as well as annual fee for patent.
Competition
Our business is characterized by rapid change and converging,
as well as new and disruptive, technologies. We face competition in every aspect of our business, particularly from companies that seek
to connect people with information on the web and provide them with relevant information. If we do not continue to innovate and
provide products and services that are useful to users, we may not remain competitive, and our revenues and operating results could be
adversely affected. We face competition from: Tripadvisor, Yelp, Glassdoor, Trustpilot, Capterra as well as to a certain extent Social
networks, such as Facebook and Twitter. Some users are relying more on social networks for product or service referrals than website like
Trustfeed.
We also compete to attract and retain data providers
and marketing agencies for whom we will distribute or license information, primarily based on the size and quality of our database, our
ability to help these partners generate revenues from advertising, and the terms of our agreements with them.
Competitive Advantages
We are using advanced proprietary algorithms and AI
to deliver the most trustworthy results
Trustfeed has over 100 million entries in its database and adds
companies daily.
Trustfeed management team has years of expertise in
crawler tech and A.I. to filter results.
Our platform, and the fast expanding
big-data ecosystem that underpins it, enables Trustfeed to offer SaaS-based applications and services that are unique to Trustfeed and
provide high-value intelligence and capabilities to its customers.
Government Regulations
Our worldwide business activities are subject to various
federal, state, local, and foreign laws and our products could be governed by a number of rules and regulations. The efforts and expenditures
needed to comply with these laws, rules, and regulations do not presently have a material impact on our results of operations, capital
expenditures, or competitive position. Nevertheless, compliance with existing or future government laws, including, but not limited to,
our operations, products, global trade, business acquisitions, employee health and safety, and taxes could have a material adverse effect
on our future results of operations, capital expenditures, or competitive position.
Employees
As of May 10, 2023, Trustfeed had approximately
6 employees - 1 full time (CEO/director) 5 part time. Our employees are not currently represented by a labor union or collective bargaining agreement.
We believe that our relationship with our employees is good.
Smaller Reporting Company
The Company is a “smaller reporting company”
as defined in Rule 12b-2 under the Exchange Act. There are certain exemptions available to us as a smaller reporting company, including:
(1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive
compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years. As
long as we maintain our status as a “smaller reporting company”, these exemptions will continue to be available to us.
Corporate History and Capital Structure
We were incorporated in the State
of Nevada on September 14, 2000 under the name of Telemax Communications. On July 24, 2003, through the Nevada Secretary of State, by
Certificate of Amendment, the name was changed to HealthMed Services, Ltd. On September 2, 2022, the name was changed to Trustfeed Corp.
Our address is 112 Capitol Trail, Suite A420, Newark DE 19711.
Trustfeed Corp. was incorporated
in the State of Nevada on September 14, 2000 as Telemax Communications, Inc. On July 14, 2003, the Company changed its name to HealthMed
Services, Ltd. The Company had no operations and in accordance with Accounting Standards Codification (ASC) Topic 915 was considered to
be in the development stage.
On April 16, 2021, Fastbase, Inc.,
a Nevada corporation (“Fastbase”), and SCI Inc. entered into a Share Purchase Agreement with Mr. James Shipley, the owner
50,000,000 shares of Series A Convertible Preferred Stock in Trusteed Corp., for the purchase of 4,750,000 shares of Series A Convertible
Preferred Stock for cash consideration of $108,200 USD. Mr. Shipley agreed to cancel 45,000,000 shares in the process. The transaction
closed on April 21, 2021.
On the same date, Mr. Shipley,
the Company’s then majority shareholder, officer and director, resigned as President, Secretary, Treasurer, and Director of the
Company at which time Rasmus Refer, the CEO of Fastbase, Inc., was appointed to these positions.
On September 14, 2021, Trustfeed
Corp. entered into a Contribution Agreement (the “Agreement”) with Fastbase for the acquisition of certain assets of Fastbase
in exchange for shares of super voting preferred stock in the Company. The assets are associated with Fastbase’s review platform
giving access to value information about products, which includes proprietary software to crawl, organize, verify, with A.I. rendering,
algorithms to do data mining, and an A.I. rendering database of companies, websites, contacts and approximately 500,000 products descriptions.
The Company paid for the assets contributed by issuing to Fastbase 45,000,000 shares of the Company’s Series A Convertible Preferred
Stock.
As a result of these transactions,
there has been a change in control of the Company and Fastbase has voting control over all aspects of the Company, including the election
of directors, and other corporate actions of the Company that require shareholder approval.
On September 2, 2022, Trustfeed
Corp. conducted a reverse split of one to two thousand in which each shareholder was issued one common share in exchange for every two
thousand common shares of their currently issued common stock. On the market effective date of the reverse split, September 2, 2022, there
were a total of 266,157 issued and outstanding shares of common stock, par value $0.001, of Trustfeed Corp. In addition to the reverse
split, the company approved a name change to Trustfeed Corp.
On October 26, 2022, Fastbase,
Inc. requested that the board of directors cancel and return to unissued capital stock, the remaining shares of its Series A Convertible
Preferred Stock in Trustfeed Corp., such that we would hold 500,000 shares of Series A Convertible Preferred Stock after the transaction.
On November 4, 2022, Trustfeed Corp. cancelled all outstanding shares of Series A Preferred Stock, save 500,000 shares of Series A Convertible
Preferred Stock which are outstanding and held by Fastbase, Inc.
Also on November 4, 2022, Trustfeed
reduced its authorized shares of common stock, par value $0.001 per share, from 1,000,000,000 shares to 295,000,000 shares. Trustfeed
also reduced the authorized shares of preferred stock, par value $0.001 per share, from 75,000,000 shares to 500,000 shares. As of November
4, 2022, Trustfeed had authorized 295,000,000 shares of common stock and 500,000 shares of preferred stock, each with par value of $0.001
per share.
Also on November 4, 2022, Trustfeed
amended and restated its Certificate of Designation for the Series A Preferred Stock to reduce the number of authorized shares of preferred
stock designated and available from 50,000,000 shares to 500,000 shares, with the same conversion ratio of 20 shares of common stock for
every share of Series A Preferred Stock.
Finally, on November 4, 2022,
Trustfeed filed Certificates of Withdrawal in Nevada to withdraw the Certificates of Designation for Series B Preferred Stock and Series
C Preferred Stock. Following the transaction, the only designated and outstanding shares of preferred stock are the Company’s Series
A Preferred Stock.
Item 1A. Risk Factors
An investment in our securities involves a high degree
of risk. In addition to the other information contained in this Registration Statement on Form 10, prospective investors should carefully
consider the following risks before investing in our securities. If any of the following risks actually occur, as well as other risks
not currently known to us or that we currently consider immaterial, our business, operating results and financial condition could be materially
adversely affected. As a result, the trading price of our common stock could decline, and investors may lose all or part of their investment
in our common stock. The risks discussed below also include forward-looking statements, and our actual results may differ substantially
from those discussed in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” in this
Form 10. In assessing the risks below, you should also refer to the other information contained in this Form 10, including the financial
statements and the related notes, before deciding to purchase any of our securities.
Risk Related to Covid 19
Our business and future operations may be adversely
affected by epidemics and pandemics, such as the COVID-19 outbreak.
We may face risks related to health epidemics
and pandemics or other outbreaks of communicable diseases, which could result in a widespread health crisis that could adversely affect
general commercial activity and the economies and financial markets of the world as a whole. For example, the outbreak of COVID-19, which
originated in China, was declared by the World Health Organization to be a “pandemic,” and spread across the globe. A health
epidemic or pandemic or other outbreak of communicable diseases, such as the COVID-19 pandemic, poses the risk that we, or our
current and potential business partners may be disrupted or prevented from conducting business activities for certain periods of time,
the durations of which are uncertain, and may otherwise experience significant impairments of business activities, including due to operational
shutdowns or suspensions that may be requested or mandated by national or local governmental authorities or self-imposed by us, our users
or other business partners. While it is not possible at this time to estimate the full impact that COVID-19 could have on our business,
potential users, or other potential business partners, the continued spread of COVID-19, the measures taken by the local and federal government,
actions taken to protect employees, and the impact of the pandemic on various business activities could adversely affect our results of
operations and financial condition.
Risks Relating to Macro Conditions and
Our Financial Condition
The Company’s Business Operations May Be Adversely Affected
by Information Systems Interruptions or Intrusion.
The Company depends on various information technologies
to administer, store, and support multiple business activities. If these systems are damaged, cease to function properly or are subject
to cyber-security attacks, such as those involving unauthorized access, malicious software and/or other intrusions, the Company could
experience production downtimes, operational delays, other detrimental impacts on operations or the ability to provide products and services
to its customers, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches,
other manipulation or improper use of the Company’s systems or networks, financial losses from remedial actions, loss of business
or potential liability, penalties, fines and/or damage to the Company’s reputation. While the Company attempts to mitigate these
risks by employing a number of measures, including employee training, technical security controls and maintenance of backup and protective
systems, the Company’s systems, networks, products, and services remain potentially vulnerable to known or unknown threats, any
of which could have a material adverse effect on the Company and its financial condition or results of operations. Further, given the
unpredictability, nature, and scope of cyber-security attacks, it is possible that potential vulnerabilities could go undetected for an
extended period.
Changes to Geopolitical and
Economic Conditions in the U.S. and Foreign Countries in Which the Company Operates Could Adversely Affect the Company.
The Company expects to engage in international operations.
The Company’s international operations are subject in varying degrees to risks inherent in doing business outside the U.S. These
risks include the following:
| · | possibility of unfavorable circumstances arising from host
country laws or regulations and the risks related to required compliance with local laws. |
| · | risks of economic instability, including due to inflation. |
| · | currency exchange rate fluctuations and restrictions on
currency repatriation. |
| · | potential negative consequences from changes to taxation
policies. |
| · | disruption of operations from labor and political disturbances. |
| · | withdrawal from or renegotiation of international trade
agreements and other restrictions on the trade between the United States and other countries. |
| · | changes in tariff and trade barriers, including uncertainty
caused by the evolving relations between the United States, United Kingdom, EU, the United Arab Emirates, and India; and |
| · | geopolitical events, including natural disasters, climate
change, public health issues, political instability (such as war between Ukraine and Russia), terrorism, insurrection, or war. |
Any of these events as well as related events not aforementioned, could
have a materially adverse impact on the Company and its operations.
Uncertainty Related to Environmental Regulation and Industry Standards,
as well as Physical Risks of Climate Change, Could Impact the Company’s Results of Operations and Financial Position.
Increased public awareness and concern regarding environmental
risks, including global climate change, may result in more international, regional and/or federal requirements or industry standards to
reduce or mitigate global warming and other environmental risks. New climate change laws and regulations could require the Company to
change its manufacturing processes or obtain substitute materials that may cost more or be less available for its manufacturing operations.
Various jurisdictions in which the Company does business have implemented, or in the future could implement or amend, restrictions on
emissions of carbon dioxide or other greenhouse gases, limitations or restrictions on water use, the production of single use plastics,
regulations on energy management and waste management and other climate change-based rules and regulations, which may increase the Company’s
expenses and adversely affect its operating results. In addition, the physical risks of climate change may impact the availability and
cost of materials, sources and supply of energy, product demand and manufacturing and could increase insurance and other operating costs.
The expected future increased worldwide regulatory activity relating to climate change could expand the nature, scope, and complexity
of matters that the Company is required to control, assess, and report. If environmental laws or regulations or industry standards are
either changed or adopted and impose significant operational restrictions and compliance requirements upon the Company, its suppliers,
its customers or its products, or the Company's operations are disrupted due to physical impacts of climate change on the Company, its
customers or its suppliers, the Company's business, results of operations and financial condition could be adversely impacted.
Significant Movements in Foreign Currency Exchange Rates May Harm
the Company’s Financial Results.
Any significant change in the value of the currencies
of the countries in which the Company does business against the U.S. Dollar could affect the Company’s ability to sell its
products and services competitively and control its cost structure, which could have a material adverse effect on results of operations.
We are dependent on financing for the continuation
of our operations.
It can at times be difficult to
predict our capital needs on a monthly, quarterly, or annual basis. Our future is dependent upon our ability to obtain profitable operations
or financing. We reserve the right to seek additional funds through private placements of our common stock and/or through debt financing.
We do not have financing in place at this time for all future planned acquisitions. We may not have access to financing or on terms that
are acceptable to us. Any lack of funds from operations or fundraisings for any shortage could be detrimental to our ability to continue
operations and negatively impact us and our financial condition, results of operations and cash flow.
Risks Related to Legal, Accounting and Regulatory
Matters
An Unfavorable Outcome of Any Pending Contingencies or Litigation
Could Adversely Affect the Company.
The Company is currently not involved in pending legal
proceedings arising in the ordinary course of business. Where it is reasonably possible to do so, the Company accrues estimates of the
probable costs for the resolution of these matters. These estimates based upon an analysis of potential results and settlement strategies.
It is possible, however, that future operating results for any particular quarter or annual period could be affected by changes in assumptions.
For additional detail related to this risk, see Item 3, “Legal Proceedings”.
Failure by us to Maintain the Proprietary Nature of our Technology Could Have a Material Adverse Effect on our Business, Operating Results,
Financial Condition, Stock Price, and on our Ability to Compete Effectively.
We principally rely upon trade secret and contract
law to establish and protect our proprietary rights. There is a risk that claims allowed on any patent licenses or trademarks we hold
may not be broad enough to protect our technology. In addition, patent licenses or trademarks may be challenged, invalidated or circumvented
and we cannot be certain that the rights granted thereunder will provide competitive advantages to us. Moreover, any current or future
issued or licensed patents, or trademarks, or currently existing or future developed trade secrets or know-how may not afford sufficient
protection against competitors with similar technologies or processes, and the possibility exists that certain of our already issued patents
or trademarks may infringe upon third party patents or trademarks or be designed around by others. In addition, there is a risk that others
may independently develop proprietary technologies and processes, which are the same as, substantially equivalent, or superior to ours,
or become available in the market at a lower price.
In addition, foreign laws treat the protection of proprietary
rights differently from laws in the United States and may not protect our proprietary rights to the same extent as U.S. laws. The failure
of foreign laws or judicial systems to adequately protect our proprietary rights or intellectual property, including intellectual property
developed on our behalf by foreign contractors or subcontractors may have a material adverse effect on our business, operations, financial
results, and stock price.
There is a risk that we have infringed or in the future
will infringe patents or trademarks owned by others, that we will need to acquire licenses under patents or trademarks belonging to others
for technology potentially useful or necessary to us, and that licenses will not be available to us on acceptable terms, if at all.
We may have to litigate to enforce our patents or trademarks
or to determine the scope and validity of other parties’ proprietary rights. Litigation could be very costly and divert management’s
attention. An adverse outcome in any litigation may have a severe negative effect on our financial results and stock price. To determine
the priority of inventions, we may have to participate in interference proceedings declared by the United States Patent and Trademark
Office or oppositions in foreign patent and trademark offices, which could result in substantial cost and limitations on the scope or
validity of our patents or trademarks.
We also rely on trade secrets and proprietary know-how,
which we seek to protect by confidentiality agreements with our employees, consultants, service providers and third parties. There is
a risk that these agreements may be breached, and that the remedies available to us may not be adequate. In addition, our trade secrets
and proprietary know-how may otherwise become known to or be independently discovered by others.
Compliance with Changing Regulation of Corporate Governance and Public
Disclosure May Result in Additional Expenses.
Changing laws, regulations and standards relating to
corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and new SEC regulations, are creating uncertainty
for companies such as ours. These new or changed laws, regulations and standards are subject to varying interpretations in many cases
due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory
and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing
revisions to disclosure and governance practices. We are committed to maintaining high standards of corporate governance and public disclosure.
As a result, we intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in
increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance
activities. If our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory
or governing bodies due to ambiguities related to practice, our reputation may be harmed.
If we Fail to Comply with the Rules under the
Sarbanes-Oxley Act Related to Accounting Controls and Procedures, or if Material Weaknesses or Other Deficiencies are Discovered in our
Internal Accounting Procedures, our Stock Price Could Decline Significantly.
Section 404 of the Sarbanes-Oxley Act requires annual
management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent auditors
addressing these assessments. We are in the process of documenting and testing our internal control procedures, and we may identify material
weaknesses in our internal control over financial reporting and other deficiencies. If material weaknesses and deficiencies are detected,
it could cause investors to lose confidence in our Company and result in a decline in our stock price and consequently affect our financial
condition. In addition, if we fail to achieve and maintain the adequacy of our internal controls, we may not be able to ensure that we
can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the
Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to
produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports
or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information,
and the trading price of our Common Stock could drop significantly. In addition, we cannot be certain that additional material weaknesses
or significant deficiencies in our internal controls will not be discovered in the future.
Failure To Comply with the U.S. Foreign Corrupt Practices Act, the
U.K. Bribery Act or Other Applicable Anti-bribery Laws Could Have an Adverse Effect on the Company.
The U.S. Foreign Corrupt Practices Act, the U.K. Bribery
Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments
for the purpose of obtaining or retaining business. Recent years have seen a substantial increase in anti-bribery law enforcement activity
with more frequent and aggressive investigations and enforcement proceedings by both the Department of Justice and the SEC, increased
enforcement activity by non-U.S. regulators and increases in criminal and civil proceedings brought against companies and individuals.
The Company’s policies mandate compliance with all anti-bribery laws. However, the Company operates in certain countries that are
recognized as having governmental and commercial corruption. The Company’s internal control policies and procedures may not always
protect it from reckless or criminal acts committed by employees or third-party intermediaries. Violations of these anti-bribery laws
may result in criminal or civil sanctions, which could have a material adverse effect on the Company and its financial condition and results
of operations.
Changes in Tax laws or Exposure to Additional Income Tax Liabilities
Could have a Material Impact on our Company, the Results of Operations, Financial Conditions and Cash Flows.
We are subject to income taxes, as well as non-income-based
taxes in the jurisdictions in which we operate, as well as jurisdictions such as the United States, in which we intend to have operations.
The tax laws in these could change on a prospective or retroactive basis, and any such changes could adversely affect us and our effective
tax rate.
Taxation regulation in territories around the world
can also change very quickly, which may mean that all the implications for businesses may not have been fully thought through by the regulating
authorities before final guidelines and laws are issued. Furthermore, any changes made by tax authorities, together with other legislative
changes, to the mandatory sharing of company information (financial and operational) with tax authorities on both a local and global basis,
could lead to disagreements between jurisdictions with respect to the proper allocation of profits between such jurisdictions. We therefore
continuously monitor changes to tax regulation and double tax treaties between the territories in which we operate. We also maintain a
comprehensive transfer pricing policy to govern the flow of funds between various tax territories.
We are further subject to ongoing tax audits in the
various jurisdictions in which we operate. We regularly assess the likely outcomes of these audits in order to determine the appropriateness
of our tax provisions. However, there can be no assurance that we will accurately predict the outcomes of these audits, which could have
a material impact on the business, financial condition, results of operations, and cash flows.
While we have recorded reserves for potential payments
to various tax authorities related to uncertain tax positions, the calculation of such tax liabilities involves the application of complex
tax regulations in many jurisdictions. Therefore, any dispute with a tax authority may result in payment that is significantly different
from our estimates. If the payment proves to be less than the recorded reserves, the reversal of the liabilities would generally result
in tax benefits being recognized in the period when we determine the liabilities to be no longer necessary. Conversely, if the payment
proves to be more than the reserves, we could incur additional charges, and these could have a materially adverse effect on the business,
financial condition, results of operations, and cash flows.
Laws and Regulations Governing International Business Operations
Could Adversely Impact Our Company.
The US Department of the Treasury’s Office of
Foreign Assets Control (“OFAC”), and the Bureau of Industry and Security at the US Department of Commerce (“BIS”)
administer certain laws and regulations that restrict US persons and, in some instances, non-US persons, in conducting activities, transacting
business with, or making investments in certain countries, governments, entities and individuals subject to US economic sanctions.
Our international operations subject us to these laws
and regulations, which are complex, restrict business dealings with certain countries, governments, entities, and individuals, and are
constantly changing. Further restrictions may be enacted, amended, enforced, or interpreted in a manner that materially impacts our operations.
From time to time, certain subsidiaries have limited business dealings in countries subject to comprehensive sanctions.
Certain of our subsidiaries sell products, and may
provide related services, to distributors and other purchasing bodies in such countries. These business dealings represent an insignificant
amount of our consolidated revenues and income but expose us to a heightened risk of violating applicable sanctions regulations. Violations
of these regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment
from government contracts and revocations or restrictions of licenses, as well as criminal fines and imprisonment.
We have established policies and procedures designed
to assist with compliance with such laws and regulations. However, there can be no assurance that these will prevent us from violating
these regulations in every transaction in which we may engage. As such a violation could adversely affect our reputation, business, financial
condition, results of operations and cash flows.
General Risk Factors
The Company’s Success Depends on Its Executive Management and Other Key Personnel.
The Company’s future success depends to a significant
degree on the skills, experience and efforts of its executive management and other key personnel and their ability to provide the Company
with uninterrupted leadership and direction. The loss of the services of any of the executive officers or a failure to provide adequate
succession plans for key personnel could have an adverse impact on the Company. The availability of highly qualified talent is limited
and the competition for talent is robust. However, the Company provides long-term equity awards and certain other benefits for its executive
officers which provides incentives for them to make a commitment to the Company. The Company’s future success will depend on its
ability to have adequate succession plans in place and to attract, retain and develop qualified personnel. A failure to efficiently replace
executive management members and other key personnel and to attract, retain and develop new qualified personnel could have an adverse
effect on the Company’s operations and implementation of its strategic plan.
Challenges with Respect to Labor Availability Could Negatively Impact
the Company’s Ability to Operate or Grow the Business.
The Company’s success depends in part on the
ability of its businesses to proactively attract, motivate, and retain a qualified and highly skilled workforce in an intensely competitive
labor market. A failure to attract, motivate and retain highly skilled personnel could adversely affect the Company’s operating
results or its ability to operate or grow the business. Additionally, any labor stoppages or labor disruptions, including due to geopolitical
unrest, unfavorable economic or industry conditions, catastrophic weather events, natural disasters or the occurrence of a contagious
disease or illness could adversely affect the Company’s operating results or its ability to operate or grow the business.
Risks Related to our Management and Control Persons
Our largest shareholder, officer, director and
related party, Rasmus Refer and his company Fastbase, Inc. have substantial control over us and our policies as a result of their holdings
in common stock and Series A Preferred Stock, and will be able to influence all corporate matters, which might not be in other shareholders’
interests.
Rasmus Refer, our Chief Executive
Officer (Principal Executive Officer & Chairman of the Board of Directors) with his company, Fastbase, Inc. owns roughly 83% of the
outstanding shares of common stock and owns all of the outstanding shares of Series A Preferred Stock.
Our common stock is entitled to
one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Each share of Series A
Preferred Stock is entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of
20 votes, including the election of directors.
By virtue of his ownership of
common stock and preferred stock, Mr. Refer is therefore able to exercise significant influence over all matters requiring approval by
our stockholders, including the election of directors, the approval of significant corporate transactions, and any change of control of
our company. He could prevent transactions, which would be in the best interests of the other shareholders. Mr. Refer’s interests
may not necessarily be in the best interests of the shareholders in general.
We are dependent on the continued services of
our Director and Chairman and if we fail to keep them or fail to attract and retain qualified senior executives and key technical personnel,
our business may not be able to expand.
We are dependent on the continued
availability of sole officer and director, Rasmus Refer, and the availability of new executives to implement our business plans. The market
for skilled employees is highly competitive, especially for employees in our industry. Although we expect that our planned compensation
programs will be intended to attract and retain the employees required for us to be successful, there can be no assurance that we will
be able to retain all our key employees or a sufficient number to execute our plans, nor can there be any assurance we will be able to
continue to attract new employees as required.
Our lack of adequate D&O insurance may also
make it difficult for us to retain and attract talented and skilled directors and officers.
In the future we may be subject to litigation, including
potential class action and stockholder derivative actions. Risks associated with legal liability are difficult to assess and quantify,
and their existence and magnitude can remain unknown for significant periods of time. To date, we have not obtained directors and officers
liability (“D&O”) insurance, but the company is currently investigating and plans to obtain one. Without adequate D&O
insurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service
to the Company could have a material adverse effect on our financial condition, results of operations and liquidity. Furthermore, our
lack of adequate D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which
could adversely affect our business.
Our Officers and Key Personnel may voluntarily
terminate their relationship with us at any time, and competition for qualified personnel is lengthy, costly, and disruptive.
If we lose the services of our
officers and key personnel and fail to replace them if they depart, we could experience a negative effect on our financial results and
stock price. The loss and our failure to attract, integrate, motivate, and retain additional key employees could have a material adverse
effect on our business, operating and financial results and stock price.
Risks Relating to our Common Stock
We may conduct offerings of our equity securities
in the future, in which case your proportionate interest may become diluted.
We may be required to conduct
equity offerings in the future to finance our current projects or to finance subsequent projects that we decide to undertake. If our common
stock shares are issued in return for additional funds, the price per share could be lower than that paid by our current shareholders
but with the aim to increase overall value for all shareholders. We anticipate continuing to rely on equity sales of our common stock
shares in order to fund our business operations. If we issue additional common stock shares or securities convertible into shares of our
common stock, your percentage interest in us could become diluted.
Our common stock price may be volatile and could
fluctuate, which could result in substantial losses for investors.
Our common stock is quoted on
the OTC Pink Market under the symbol, “TRFE.” The market price of our common stock is likely to be volatile and could fluctuate
in price in response to various factors, many of which are beyond our control, including:
| § | government regulation of our
Company and operations. |
| § | the establishment of partnerships. |
| § | intellectual property disputes. |
| § | additions or departures of key
personnel. |
| § | sales of our common stock. |
| § | our ability to integrate operations,
technology, products and services. |
| § | our ability to execute our business
plan. |
| § | operating results below expectations. |
| § | loss of any strategic relationship. |
| § | economic and other external
factors; and |
| § | period-to-period fluctuations
in our financial results. |
In addition, the securities markets
have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular
companies. These market fluctuations may also materially and adversely affect the market price of our common stock.
Sales of a substantial number of shares of our
common stock in the public market, or the perception that such sales could occur, could cause our stock price to fall.
If our existing stockholders, sell, or indicate an
intention to sell, substantial amounts of our common stock in the public market after the contractual and securities law restrictions
on resale of such common stock lapse, or after those shares become registered for resale pursuant to an effective registration statement,
the trading price of our common stock could decline. As of May 10, 2023, a total of 108,517,979
shares of our common stock were outstanding. Of those shares, only 245,145 are currently
without restriction, in the public market. Upon the effectiveness of any registration statement, we could elect to file with respect to
any outstanding shares of common stock, any sales of those shares or any perception in the market that such sales may occur could cause
the trading price of our common stock to decline.
We have never declared or paid any cash dividends
or distributions on our capital stock.
We have never declared or paid
any cash dividends or distributions on our capital stock. While we may not anticipate paying a dividend in the short-term and we currently
intend to retain short-term earnings for growth, we may do so in the medium to long-term future.
The declaration, payment and amount
of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results
of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors
considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect
to the amount of any such dividend.
We may become involved in securities class action
litigation that could divert management’s attention and harm our business.
The stock market in general, have experienced extreme
price and volume fluctuations. These fluctuations have often been unrelated or disproportionate to the operating performance of the companies
involved. If these fluctuations occur in the future, the market price of our shares could fall regardless of our operating performance.
In the past, following periods of volatility in the market price of a particular company’s securities, securities class action litigation
has often been brought against that company. If the market price or volume of our shares suffers extreme fluctuations, then we may become
involved in this type of litigation, which would be expensive and divert management’s attention and resources from managing our
business.
As a public company, we may also from time to time
make forward-looking statements about future operating results and provide some financial guidance to the public markets. Projections
may not be timely made and set at expected performance levels and could affect the price of our shares.
Our common stock is currently deemed a “penny stock,”
which makes it more difficult for our investors to sell their shares.
Our common stock is currently deemed a “penny
stock,” which makes it more difficult for our investors to sell their shares. The SEC has adopted rule 3a51-1 which establishes
the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less
than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving
a penny stock, unless exempt, Rule 15g-9 requires:
|
• |
that a broker or dealer approve a person’s account for transactions in penny stocks, and |
|
• |
the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. |
In order to approve a person’s account for transactions
in penny stocks, the broker or dealer must:
|
• |
obtain financial information and investment experience objectives of the person, and |
|
• |
make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. |
The broker or dealer must also deliver, prior to any
transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:
|
• |
sets forth the basis on which the broker or dealer made the suitability determination and |
|
• |
that the broker or dealer received a signed, written agreement from the investor prior to the transaction. |
Generally, brokers may be less willing to execute transactions
in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock
and cause a decline in the market value of our stock.
Risks Relating to Our Company and Industry
The success of our business depends on our ability to maintain and
enhance our reputation and brand.
We believe that our reputation in our industry is of
significant importance to the success of our business. A well-recognized brand is critical to increasing our customer base and, in turn,
increasing our revenue. Since the industry is highly competitive, our ability to remain competitive depends to a large extent on our ability
to maintain and enhance our reputation and brand, which could be difficult and expensive. To maintain and enhance our reputation and brand,
we need to successfully manage many aspects of our business, such as cost-effective marketing campaigns to increase brand recognition
and awareness in a highly competitive market. We cannot assure you, however, that these activities will be successful and achieve the
brand promotion goals we expect. If we fail to maintain and enhance our reputation and brand, or if we incur excessive expenses in our
efforts to do so, our business, financial conditions and results of operations could be adversely affected.
In the event that we are unable to successfully compete in our industry,
we may not see lower profit margins
We face substantial competition in our industry. Due
to our smaller size, it can be assumed that some of our competitors have greater financial, technical, and other competitive resources.
Accordingly, these competitors may have already begun to establish superior technologies in our industry. We will attempt to compete against
these competitors by developing technology that exceed what is offered by our competitors. However, we cannot assure you that our technology
will outperform competing technology, or that our competitors will not develop new products or services that exceed what we provide. In
addition, we may face competition based on price. If our competitors lower the prices on their products, then it may not be possible for
us to market our products at prices that are economically viable. Increased competition could result in:
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Lower than projected revenues; |
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|
▪ |
Price reductions and lower profit margins.
|
Any one of these results could adversely affect our business,
financial condition, and results of operations.
In addition, our competitors may develop competing products that
achieve greater market acceptance. It is also possible that new competitors may emerge and acquire significant market share. Our inability
to achieve sales and revenue due to competition will have an adverse effect on our business, financial condition, and results of operations.
If we are unable to successfully manage growth, our operations could
be adversely affected.
Our progress is expected to require the full utilization
of our management, financial and other resources. Our ability to manage growth effectively will depend on our ability to improve and expand
operations, including our financial and management information systems, and to recruit, train and manage personnel. There can be no absolute
assurance that management will be able to manage growth effectively.
If we do not properly manage the growth of our business,
we may experience significant strains on our management and operations and disruptions in our business. Various risks arise when companies
and industries grow quickly. If our business or industry grows too quickly, our ability to meet customer demand in a timely and efficient
manner could be challenged. We may also experience development delays as we seek to meet increased demand for our services and platform.
Our failure to properly manage the growth that we or our industry might experience could negatively impact our ability to execute on our
operating plan and, accordingly, could have an adverse impact on our business, our cash flow and results of operations, and our reputation
with our current or potential customers.
We may fail to successfully integrate acquisitions or otherwise be
unable to benefit from pursuing acquisitions.
We believe there are meaningful opportunities to grow
through acquisitions and joint ventures across all service categories and we expect to continue a strategy of selectively identifying
and acquiring businesses with complementary services. We may be unable to identify, negotiate, and complete suitable acquisition opportunities
on reasonable terms. There can be no assurance that any business acquired by us will be successfully integrated with our operations or
prove to be profitable to us. We may incur future liabilities related to acquisitions. Should any of the following problems, or others,
occur as a result of our acquisition strategy, the impact could be material:
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difficulties integrating personnel from acquired entities and other corporate cultures into our business; difficulties integrating information systems; |
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the potential loss of key employees of acquired companies; |
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the assumption of liabilities and exposure to undisclosed or unknown liabilities of acquired companies; or the diversion of management attention from existing operations. |
The elimination of monetary liability against our directors, officers
and employees under our Articles of Incorporation and the existence of indemnification rights to our directors, officers and employees
may result in substantial expenditures by our Company and may discourage lawsuits against our directors, officers, and employees.
Our Articles of Incorporation contain provisions that
eliminate the liability of our directors for monetary damages to our Company and shareholders. Our bylaws also require us to indemnify
our officers and directors. We may also have contractual indemnification obligations under our agreements with our directors, officers,
and employees. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost
of settlement or damage awards against directors, officers, and employees that we may be unable to recoup. These provisions and resulting
costs may also discourage our company from bringing a lawsuit against directors, officers, and employees for breaches of their fiduciary
duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers, and employees
even though such actions, if successful, might otherwise benefit our Company and shareholders.
Item 2. Financial Information
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following
discussion and analysis of our results of operations and financial condition should be read in conjunction with our financial statements
and the notes to those financial statements that are included elsewhere in this Form 10. Our discussion includes forward-looking statements
based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual
results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number
of factors. See “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this Form 10.
Results of Operations for the Years Ended December 31, 2022 and 2021
Revenues
We earned revenues of $34,526 for the year ended December
31, 2022, as compared with $0 for the year ended December 31, 2021. Our revenues for 2022 consisted of data sales.
We did not have any cost of goods sold for either the
year ended December 31, 2022 or 2021.
We expect our revenues to increase in future quarters
as we implement our business plan.
Operating Expenses
We incurred $215,979 on account of operating expenses
for the year ended December 31, 2022, as compared with $35,646 in expenses for the year ended December 31, 2021.
We expect our operating expenses will increase in future
quarters as a result of the costs associated with reporting with the Securities and Exchange Commission, as well as the increased operating
activity under our business model.
Other Income/Expenses
We had other income of $329 for the year ended December
31, 2022, as a result mainly of foreign currency exchanges, compared with $132,750 in other expenses for the year ended December 31, 2021.Our
other expenses for the year 2021 were related to a loan on an asset purchase agreement.
Net Loss
We recorded a net loss of $181,124 for the year ended
December 31, 2022, compared to a net loss of $168,396 for the year ended December 31, 2021.
Results of Operations for the Three Months Ended March 31, 2023 and
2022
Revenues
We earned no revenues for either the three months ended
March 31, 2023 or 2022.
We did not have any cost of goods sold for either the
three months ended March 31, 2023 or 2022.
We expect our revenues to increase in future quarters
as we implement our business plan.
Operating Expenses
We incurred $89,806 on account of operating expenses
for the three months ended March 31, 2023, as compared with $2,250 in expenses for the three months ended March 31, 2022.
We expect our operating expenses will increase in future
quarters as a result of the costs associated with reporting with the Securities and Exchange Commission, as well as the increased operating
activity under our business model.
Net Loss
We recorded a net loss of $89,806 for the three months
ended March 31,2023, compared to a net loss of $2,250 for the three months ended March 31, 2022.
Liquidity and Capital Resources
Our financing objective is to maintain financial flexibility
to meet the material, equipment and personnel needs to support our project commitments, and pursue our expansion and diversification objectives.
As of December 31, 2022, we had total current assets
of $261,484 and total current liabilities of $74,715. We had working capital of $186,769 as of December 31, 2022.
Net cash used by operating activities was $40,934 for
the year ended December 31, 2022, as compared with $32,694 cash used for the year ended December 31, 2021. Our negative operating cash
flow for both periods was our net losses, as adjusted to reconcile net loss to net cash provided by operating activities.
Financing activities provided $266,553 in cash for
the year ended December 31, 2022, as compared with $32,694 for the year ended December 31, 2021. Our positive financing cash flow for
2022 mainly consisted of proceeds from the sale of our common stock whereas in 2021 it consisted entirely of related party loans.
As
of March 31, 2023, we had total current assets of $222,390 and total current liabilities of $15,325. We had working capital of $207,155
as of March 31, 2023.
Net cash used by operating activities was $73,026 for
the three months ended March 31, 2023, as compared with $7,250 cash used for the three months ended March 31, 2022. Our negative operating
cash flow for Q1 2023 was our net losses, as adjusted to reconcile net loss to net cash provided by operating activities, whereas our
negative operating cash flow for Q1 2022 is a result of change in operating activities and our net loss for the quarter.
Financing activities provided $45,742 in cash for the
three months ended March 31, 2023, as compared with $7,250 for the three months ended March 31, 2022. Our positive financing cash flow
for Q1 2023 mainly consisted of proceeds from the sale of our common stock offset by repayments to related party debty, whereas in Q1
2022 it consisted entirely of related party loans.
Going Concern
The accompanying consolidated financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.
Management evaluated all relevant conditions and events
that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements are issued and
determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability
to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has not
generated any revenues to provide sufficient cash flows to enable the Company to finance its operations internally. As of December 31,
2022, the Company had $225,619 cash on hand. At December 31, 2022 the Company has an accumulated deficit of $681,833. For the year ended
December 31, 2022, the Company had a net loss of $181,124, and cash used in operations of $214,929. As of March 31, 2023, the Company
had $198,335 cash on hand. At March 31, 2023, the Company has an accumulated deficit of $1,071,639. For the three months ended March 31,
2023, the Company had a net loss of $89,806, and cash used in operations of $73,026. These factors raise substantial doubt about the Company’s
ability to continue as a going concern within one year from the date of filing.
Over the next twelve months management plans to
raise additional capital and to invest its working capital resources in sales and marketing in order to increase the distribution and
demand for its products. However, there is no guarantee the Company will generate sufficient revenues or raise capital to continue operations.
If the Company fails to generate sufficient revenue and obtain additional capital to continue at its expected level of operations, the
Company may be forced to scale back or discontinue its sales and marketing efforts. The consolidated financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as a going concern.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements
that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and
the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact
on its financial position or results of operations.
Item 3. Properties
Our principal executive offices are located at: 140
Broadway, 46th Floor New York, NY 10005. We pay $200 USD per month for this lease.
We also own a property used as office space located
in Denmark at Vaerkstedvej 36, Valby, 2500 Denmark. We purchased the property on June 1, 2021 for 2,900,000 Danish Krone, roughly $412,960
USD. We believe that our properties are ade- quate for our current needs, but growth may require larger facilities due to anticipated
addition of personnel. We do not have any policies regarding investments in real estate, securities or other forms of property.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth
the number of shares of common stock owned of record and beneficially by our executive officers, directors and persons who hold 5% or
more of the outstanding shares of voting stock of the Company.
The amounts and percentages of
our common stock beneficially owned are reported on the basis of SEC rules governing the determination of beneficial ownership of securities.
Under the SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting
power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes
the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities
of which that person has the right to acquire beneficial ownership within 60 days through the exercise of any stock option, warrant or
other right. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed
to be a beneficial owner of securities as to which such person has no economic interest. Unless otherwise indicated, each of the shareholders
named in the table below, or his or her family members, has sole voting and investment power with respect to such shares of our common
stock. Except as otherwise indicated, the address of each of the shareholders listed below is: c/o Trustfeed Corp., 140 Broadway, 46th
Floor New York, NY 10005.
Applicable
percentage ownership is based on 108,517,979 shares of Common Stock outstanding as of May 10, 2023. In addition, as of May 10, 2023, there
were 500,000 shares of Series A Preferred Stock outstanding.
Name and Address of Beneficial Owner |
|
Common Stock Owned Beneficially |
|
|
Percent of Class |
|
|
Series A Preferred Stock Owned Beneficially |
|
|
Percent of Class |
|
Named Executive Officers and Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rasmus Refer |
|
|
90,000,000(1) |
|
|
|
83% |
|
|
|
500,000(1) |
|
|
|
100 |
% |
All Executive Officers and Directors as a group (1 person) |
|
|
90,000,000 |
|
|
|
83% |
|
|
|
500,000 |
|
|
|
100 |
% |
5% or greater shareholders |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
NONE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) | All shares are held in Fastbase, Inc., in which Mr. Refer has voting and
disposition control. |
Item 5. Directors and Executive Officers.
The following information sets forth the name, age,
and position of our sole officer and director.
Name |
|
Age |
|
Date Appointed and Offices Held |
Rasmus Refer |
|
|
53 |
|
|
Appointed
on April 27, 2021
Chief
Executive Officer (Principal Executive Officer & Chairman of the Board of Directors) and member of the Board of Directors |
Set forth below is a brief description of the background
and business experience our sole officer and director.
Rasmus Refer
Mr. Refer joined the company as
Chief Executive Officer on April 27, 2021 Mr. Refers’ main area of expertise is the computer and information technology field and
he has spent this time focusing on developing Software as a Service (SaaS) for various companies, making it possible for him to establish
one of the most comprehensive global business databases. He has spent the past 20 years as CEO, with focus of developing high-tech IT-technology
systems. Prior to this focus was on running publishing companies. From 2012 to 2021, Mr. Refer was CEO and founder of Wikisoft Corp. (now
named Quality Industrial Corp.) and Fastbase, Inc. both Nevada corporations. He remains CEO and director of Fastbase, Inc.
Aside from that provided above,
Mr. Rasmus does not hold and has not held over the past five years any other directorships in any company with a class of securities registered
pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered
as an investment company under the Investment Company Act of 1940.
Mr. Rasmus is qualified to serve
on our Board of Directors because of his leadership and experience in search engine technology.
Term of Office
Our directors are appointed for a one-year term to
hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our
officers are appointed by our board of directors and hold office until removed by the board, subject to their respective employment agreements.
Family Relationships
There are no family relationships between or among
the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.
Involvement in Certain Legal Proceedings
During the past 10 years, none of our current directors,
nominees for directors or current executive officers has been involved in any legal proceeding identified in Item 401(f) of Regulation
S-K.
Committees
We do not have a separately designated standing audit
committee. The entire board of directors performs the functions of an audit committee, but no written charter governs the actions of the
board of directors when performing the functions of that would generally be performed by an audit committee. The board of directors approves
the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial
reporting. In addition, the board of directors reviews the scope and results of the audit with the independent accountants, reviews with
management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures
and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent
auditor.
For the fiscal year ending December 31, 2022, and 2021, the board of
directors:
Reviewed and discussed the audited financial statements
with management and reviewed and discussed the written disclosures and the letter from our independent auditors on the matters relating
to the auditor's independence.
Based upon the board of directors’ review and
discussion of the matters above, the board of directors authorized inclusion of the audited financial statements for the year ended December
31, 2022, and 2021, to be included in this Registration Statement on Form 10 filed with the Securities and Exchange Commission.
Code of Ethics
We have adopted a Code of Ethics which applies to our
executive officers, directors and employees, a copy of our code of ethics is filed as Exhibit 14.1 to this Form 10.
Item 6. Executive Compensation
The following summary compensation table sets forth
all compensation awarded to, earned by, or paid to our named executive officers paid by us during the years ended December 31, 2022, and
2021.
2022 & 2021 Summary
Compensation Table
|
Year |
|
Salary
$ |
|
Bonus
$ |
|
Stock
Awards
$ |
|
Option Awards
$ |
Non Equity
Incentive Plan Compensation $ |
|
Non-Qualified
Deferred Compensation Earnings
$ |
|
All Other
Compensation $ |
Totals
$ |
Rasmus Refer |
|
2022 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
— |
|
|
2021 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
|
— |
|
— |
Narrative Disclosure to Summary Compensation Table
Employment Agreements
We do not have an employment agreement with Mr. Rasmus.
We expect to enter into employment agreements once we have the financial wherewithal to do so.
Outstanding Equity Awards at Fiscal Year-End
Other than as discussed above, no executive officer
received any equity awards, or holds exercisable or un-exercisable options, as of the years ended December 31, 2022, and 2021.
Long-Term Incentive Plans
There are no arrangements or plans in which the Company
would provide pension, retirement or similar benefits for our Director or executive officer other than described in the individual contracts.
Compensation Committee
The Company currently does not have a compensation
committee of the Board of Directors. The Board of Directors determines executive compensation.
Compensation of Directors
The Board of Directors has the authority to fix the
compensation of Directors. No amounts have been paid to, or accrued to, Directors in such capacity.
Security Holders Recommendations to Board of Directors
The Company welcomes comments and questions from the
shareholders. However, while the Company appreciates all comments from shareholders, it may not be able to individually respond to all
communications.
Item 7. Certain Relationships and Related Transactions, and Director
Independence
Other than described below or the transactions described
under the heading “Executive Compensation,” there have not been, and there is not currently proposed, any transaction or series
of similar transactions to which we were or will be a participant in which the amount involved exceeded or will exceed the lesser of $120,000
or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any director, executive
officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of any of the foregoing persons
had or will have a direct or indirect material interest.
On September 14, 2021, the Company issued 45,000,000
shares of Series A Preferred Stock to Fastbase, Inc. in exchange for the contribution of assets under a Contribution Agreement.
During the year ended December 31, 2022, the Company
borrowed $32,310 from Fastbase, Inc. for payment of operating expenses. The advances have 0% interest and are due upon demand. As of December
31, 2022, and 2021, the Company had amounts due to related party of $69,703 and $32,694 respectively.
Item 8. Legal Proceedings
We may from time to time be involved in various claims
and legal proceedings of a nature we believe are normal and incidental to our business. These matters may include product liability, intellectual
property, employment, personal injury cause by our employees, and other general claims. We are not presently a party to any legal proceedings
that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation
can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Item 9. Market Price of and Dividends on the Registrant’s Common
Equity and Related Shareholder Matters
Market Information.
Our common stock is qualified for quotation on the
OTC Markets- OTC Pink under the symbol “TRFE” and has been quoted on the OTC Pink for over 10 years. There is currently only
a limited trading market in our shares and we believe that to be the case for approximately the last 10 years. There can be no assurance
that there will be an active trading market for our securities following the effective date of this registration statement under the Exchange
Act. In the event that an active trading market commences, there can be no assurance as to the market price of our shares of common stock,
whether any trading market will provide liquidity to investors, or whether any trading market will be sustained.
Holders
As of May 10, 2023, we had 196 shareholders of record
of common stock per transfer agent’s shareholder list with others in street name.
Dividends
The Company has not paid any cash dividends to date
and does not anticipate or contemplate paying any dividends in the foreseeable future. It is the present intention of management to utilize
all available funds for the growth of the Registrant’s business.
The Company has not declared any cash dividends since
inception and does not anticipate paying any cash dividends in the foreseeable future. The payment of cash dividends is within the discretion
of the Board of Directors and will depend on the Company’s earnings, capital requirements, financial condition, and other relevant
factors. There are no restrictions that currently limit the Company’s ability to pay cash, or other, dividends on its Common Stock
other than those generally imposed by applicable state law.
Equity Compensation Plan Information
The Company does not currently have an equity compensation
plan in place other than equity compensation described in the individual employee contracts.
Common and Preferred Stock
Our authorized capital stock consists of 295,000,000
shares of common stock and 500,000 shares of preferred stock, par value $0.001 per share. As of May 10, 2023, there were 108,517,979 shares
of our common stock issued and outstanding and 500,000 shares of our Series A Preferred Stock issued and outstanding.
Options and Warrants
None.
Debt Securities
None.
Transfer Agent
The Company’s transfer agent is Pacific Stock
Transfer Co., 800-785-7782, info@pacificstocktransfer.com located at 6725 Via Austi Parkway Las Vegas, NV 89119.
Equity Compensation Plans
We have no equity compensation plans other than equity
compensation described in the individual employee contracts.
.
Item 10. Recent Sales of Unregistered Securities
The following information represents securities sold
by the Company since the December 31, 2020, which were not registered under the Securities Act. Included are sales of reacquired securities,
as well as new issues, securities issued in exchange for property, services, or other securities, and new securities resulting from the
modification of outstanding securities.
The Company had 108,517,979 and 107,582,614 issued
and outstanding shares of common stock as of March 31, 2023and December 31, 2022, respectively
On April 21, 2021, Mr. James Shipley cancelled 45,000,000
shares of Series A Preferred Stock and returned the same to treasury.
On September 14, 2021, the Company issued 45,000,000
shares of Series A Preferred Stock in exchange for the contribution of assets under a Contribution Agreement.
On September 2, 2022, FINRA provided a market effective
date for a 1-for-2,000 reverse stock split of the Company’s common stock. The Company’s equity transactions have been retroactively
restated to reflect the effect of the stock split. The Company had 107,592,614 and 313,657 issued and outstanding shares of common stock
as of December 31, 2022 and December 31, 2021, respectively.
As of December 31, 2022 and December 31, 2021, 500,000
and 5,000,000 shares of Series A Preferred stock issued and outstanding.
The Company has also designated 7,500,000 Series B
Preferred shares, and 15,000,000 Series C Preferred shares. No shares of Series B Preferred stock or Series C Preferred Stock are issued
and outstanding.
During the year ended December 31, 2022, a shareholder
returned and the Company cancelled 47,500 shares of common stock (post-split).
During the year ended December 31, 2022 the Company
issued 1,315,000 shares of common stock for cash proceeds of $192,500 as well as third party common stock valued at $162,000 which was
transferred to a consultant and recorded as consultant compensation. Additionally, the Company agreed to issue 271,896 shares of common
stock for cash proceeds of $37,044. As of December 31, 2022 the shares had not been issued and were recorded as stock payable.
During the year ended December 31, 2022 shareholders
of the Company’s Series A Preferred Stock elected to convert 5,300,000 shares of Series A Preferred Stock into 106,000,000 shares
of the Company’s common stock.
During the three months ended March 31, 2023 the Company
issued 935,365 shares of common stock for cash proceeds of $140,331, of which $37,044 has been received in a prior period. Additionally
the Company agreed to issue 46,900 shares of common stock for cash proceeds of $6,905. As of March 31, 2023 the shares had not been issued
and were recorded as stock payable.
The sales and issuances of the securities described
below were made pursuant to the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Regulation D under
the Securities Act. For non US investors, we relied on Regulation S. Each purchaser represented that such purchaser’s intention
to acquire the shares for investment only and not with a view toward distribution. We requested our stock transfer agent to affix appropriate
legends to the stock certificate issued to each purchaser and the transfer agent affixed the appropriate legends. Each purchaser was given
adequate access to sufficient information about us to make an informed investment decision.
Item 11. Description of Registrant’s Securities to be Registered
General
Our authorized capital stock consists of 295,000,000 shares of common
stock and 500,000 shares of preferred stock, par value $0.001 per share. As of May 10, 2023, there were 108,517,979 shares of our common
stock issued and outstanding and 500,000 shares of our Series A Preferred Stock issued and outstanding
Common Stock
Our common stock is entitled to one vote per share
on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law or provided
in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of our common stock will
possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election
of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented
by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our common stock representing fifty percent
(50%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a
quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain
fundamental corporate changes such as liquidation, merger, or an amendment to our Articles of Incorporation. Our Articles of Incorporation
do not provide for cumulative voting in the election of directors.
Subject to any preferential rights of any outstanding
series of preferred stock created by our board of directors from time to time, the holders of shares of our common stock will be entitled
to such cash dividends as may be declared from time to time by our board of directors from funds available, therefore.
Subject to any preferential rights of any outstanding
series of preferred stock created from time to time by our board of directors, upon liquidation, dissolution or winding up, the holders
of shares of our common stock will be entitled to receive pro rata all assets available for distribution to such holders.
In the event of any merger or consolidation with or
into another company in connection with which shares of our common stock are converted into or exchangeable for shares of stock, other
securities, or property (including cash), all holders of our common stock will be entitled to receive the same kind and amount of shares
of stock and other securities and property (including cash). Holders of our common stock have no pre-emptive rights, no conversion rights
and there are no redemption provisions applicable to our common stock.
Preferred Stock
Our board of directors may become authorized to authorize
preferred shares of stock and to divide the authorized shares of our preferred stock into one or more series, each of which must be so
designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. Our board of
directors is authorized, within any limitations prescribed by law and our articles of incorporation, to fix and determine the designations,
rights, qualifications, preferences, limitations, and terms of the shares of any series of preferred stock including, but not limited
to, the following:
|
(1) |
The number of shares constituting that series and the distinctive designation of that series, which may be by distinguishing number, letter, or title; |
|
(2) |
The dividend rate on the shares of that series, whether dividends will be cumulative, and if so, from which date(s), and the relative rights of priority, if any, of payment of dividends on shares of that series; |
|
(3) |
Whether that series will have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; |
|
(4) |
Whether that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors determines; |
|
(5) |
Whether or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption, including the date or date upon or after which they are redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; |
|
(6) |
Whether that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; |
|
(7) |
The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series; and |
|
(8) |
Any other relative rights, preferences, and limitations of that series. |
Series A Preferred Stock
On November 4, 2022, we amended and restated our Certificate
of Designation for the Series A Preferred Stock to reduce the number of authorized shares of preferred stock designated and available
from 50,000,000 shares to 500,000 shares. Each share of Series A Preferred Stock is convertible, at any time, at the option of the holder
into common stock at a rate of 30% of the market price of the stock based on a 10 day average trading price of the common stock. In addition,
the holders of the Series A Preferred have voting rights equal to 20 votes for each share held.
Provisions in Our Articles of Incorporation and By-Laws That Would Delay,
Defer or Prevent a Change in Control
Our articles of incorporation authorize our board of
directors to issue a class of preferred stock commonly known as a “blank check” preferred stock. Specifically, the preferred
stock may be issued from time to time by the board of directors as shares of one (1) or more classes or series. Our board of directors,
subject to the provisions of our Articles of Incorporation and limitations imposed by law, is authorized to adopt resolutions; to issue
the shares; to fix the number of shares; to change the number of shares constituting any series; and to provide for or change the following:
the voting powers; designations; preferences; and relative, participating, optional or other special rights, qualifications, limitations
or restrictions, including the following: dividend rights, including whether dividends are cumulative; dividend rates; terms of redemption,
including sinking fund provisions; redemption prices; conversion rights and liquidation preferences of the shares constituting any class
or series of the preferred stock.
In each such case, we will not need any further action
or vote by our shareholders. One of the effects of undesignated preferred stock may be to enable the board of directors to render more
difficult or to discourage an attempt to obtain control of us by means of a tender offer, proxy contest, merger or otherwise, and thereby
to protect the continuity of our management. The issuance of shares of preferred stock pursuant to the board of director’s authority
described above may adversely affect the rights of holders of common stock. For example, preferred stock issued by us may rank prior to
the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible
into shares of common stock. Accordingly, the issuance of shares of preferred stock may discourage bids for the common stock at a premium
or may otherwise adversely affect the market price of the common stock.
Certain Anti-Takeover Provisions
Nevada Revised Statutes sections 78.378 to 78.379 provide
state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or
bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation and bylaws do not
state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire
control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things.
The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100
of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through
an affiliated corporation. Because of these conditions, the statute currently does not apply to our company.
Item 12. Indemnification of Directors and Officers
Under our bylaws, every person who was or is a party
to, or is threatened to be made a party to, or is involved in any action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or
officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise, shall be indemnified
and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses,
liability, and loss (including attorneys’ fees judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred
or suffered by him or her in connection therewith. Such right of indemnification shall be a contract right, which may be enforced in any
manner desired by such person. The expenses of officers and directors incurred in defending a civil or criminal action, suit, or proceeding
must be paid by us as they are incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction
that he is not entitled to be indemnified by us. Such right of indemnification shall not be exclusive of any other right which such directors,
officers, or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled
to their respective rights of indemnification under any bylaw, agreement, vote of shareholders, provision of law, or otherwise.
Without limiting the application of the foregoing,
our board of directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification
permitted by the laws of the State of Nevada, and may cause us to purchase and maintain insurance on behalf of any person who is or was
our director or officer, or is or was serving at our request as a director or officer of another corporation, or as its representative
in a partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not we would have the power to indemnify such person. The indemnification provided
shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs,
executors, and administrators of such person.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have
been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore
unenforceable.
We have not entered into any agreements with our directors
and executive officers that require us to indemnify these persons against expenses, judgments, fines, settlements and other amounts actually
and reasonably incurred (including expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to
which any such person may be made a party by reason of the fact that the person is or was our director or officer or any of our affiliated
enterprises.
Item 13. Financial Statements and Supplementary Data
The Company’s audited financial statements for
the fiscal years ended December 31, 2022, and December 31, 2021, are included herein and were audited by Gries & Associates, LLC.
Item 14. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
None.
Item 15. Financial Statements and Exhibits
(a) Financial Statements.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Audited Financial Statements: |
F-1 |
Report of Independent Registered Public Accounting
Firm; |
F-2 |
Consolidated Balance Sheets as of December 31, 2022, and
2021; |
F-3 |
Consolidated Statements of Operations for the years
ended December 31, 2022, and 2021; |
F-4 |
Consolidated Statement of Stockholders’ Equity
as of December 31, 2022, and 2021; |
F-5 |
Consolidated Statements of Cash Flows for the years
ended December 31, 2022, and 2021; and |
F-6 |
Notes to Consolidated Financial Statements. |
Unaudited Financial Statements: |
F-9 |
Consolidated Balance Sheets as of March 31, 2023, and 2022; |
F-10 |
Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022; |
F-11 |
Consolidated Statement of Stockholders’ Equity as of March 31, 2023 and 2022; |
F-12 |
Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022; and |
F-13 |
Notes to Consolidated Financial Statements. |
|
![](https://content.edgar-online.com/edgar_conv_img/2023/05/31/0001663577-23-000295_image_001.jpg) |
Gries & Associates, LLC
Certified Public Accountants
501 S. Cherry Street Ste 1100
Denver, Colorado 80246 |
|
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders Trustfeed
Corp.
Opinion on the Financial Statements
We have audited the accompanying
balance sheet of Trustfeed Corp. (the Company) as of December 31, 2022 and 2021, respectively and the related statement of operations,
stockholders’ deficit and cash flows for the period then ended and the related notes (collectively referred to as the financial
statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company
as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the period
then ended in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements
based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion
.
Going Concern Uncertainty
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in note 3 to the financial statements, the Company has incurred
losses since inception of $681,833. For the year ended December 31, 2022, the Company had a net loss of $181,124 and used cash in operations
of $214,929. These factors create an uncertainty as to the Company’s ability to continue as a going concern. Management’s
plans in regard to these matters are also described in note 3. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Emphasis of Matters-Risks and Uncertainties
The Company
is not able to predict the ultimate impact that COVID -19 will have on its business. However, if the current economic conditions continue,
the pandemic could have an adverse impact on the economies and financial markets of many countries, including the geographical area in
which the Company plans to operate.
/s/
Gries & Associates, LLC |
We
have served as the Company’s auditor since 2022. |
Denver,
Colorado March 28, 2023
PCAOB#
6778 |
![](https://content.edgar-online.com/edgar_conv_img/2023/05/31/0001663577-23-000295_image_003.jpg)
|
|
|
|
blaze@griesandassociates.com
|
|
|
501 S. Cherry Street Suite 1100, Denver, Colorado 80246 |
|
|
(O)720-464-2875 (M)773-255-5631 (F)720-222-5846 |
|
TRUSTFEED CORP.
(formerly HEALTHMED SERVICES,
LTD.)
BALANCE SHEETS
|
|
December 31, 2022 | |
|
December 31, 2021 |
ASSETS | |
| | | |
| | |
Current assets | |
| | | |
| | |
Cash | |
| 225,619 | | |
| — | |
Accounts receivable | |
| 30,000 | | |
| — | |
Prepaid expenses | |
| 5,865 | | |
| — | |
Total current assets | |
| 261,484 | | |
| — | |
| |
| | | |
| | |
Total assets | |
$ | 261,484 | | |
$ | — | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accounts payable and accrued liabilities | |
| 5,012 | | |
| 2,952 | |
Due to related party | |
| 69,703 | | |
| 32,694 | |
Total current liabilities | |
| 74,715 | | |
| 35,646 | |
| |
| | | |
| | |
Total liabilities | |
| 74,715 | | |
| 35,646 | |
| |
| | | |
| | |
Stockholders' deficit | |
| | | |
| | |
Preferred stock, par value $.001; 75,000,000 shares authorized; 44,700,000 and 50,000,000 issued and
outstanding as of December 31, 2022 and 2021, respectively. | |
| 44,700 | | |
| 50,000 | |
Common stock; $0.0001 par value; ,1,000,000,000 shares authorized;107,582,614 and 313,657 shares
issued and outstanding as of December 31, 2022 and 2021, respectively. | |
| 107,582 | | |
| 314 | |
Additional paid-in capital | |
| 979,276 | | |
| 714,749 | |
Stock payable | |
| 37,044 | | |
| — | |
Accumulated deficit | |
| (981,833 | ) | |
| (800,709 | ) |
Total stockholders' deficit | |
| 186,769 | | |
| (35,646 | ) |
| |
| | | |
| | |
Total liabilities and stockholders' deficit | |
$ | 261,484 | | |
$ | — | |
The
accompanying notes are an integral part of these audited financial statements
TRUSTFEED CORP.
(formerly HEALTHMED SERVICES, LTD.)
STATEMENTS OF OPERATIONS
| |
For the years ended |
| |
December 31, 2022 | |
December 31, 2021 |
| |
| |
|
| |
| |
|
Revenue | |
| 34,526 | | |
| — | |
| |
| | | |
| | |
Cost of Good Sold | |
| — | | |
| — | |
| |
| | | |
| | |
Gross Profit | |
| 34,526 | | |
| — | |
| |
| | | |
| | |
Operating expenses | |
| | | |
| | |
General and administrative | |
| 215,979 | | |
| 35,646 | |
Total operating expenses | |
| 215,979 | | |
| 35,646 | |
| |
| | | |
| | |
Loss from operations | |
| (181,453 | ) | |
| (35,646 | ) |
| |
| | | |
| | |
Other income (expenses) | |
| | | |
| | |
Foreign currency gain | |
| 191 | | |
| — | |
Interest income | |
| 138 | | |
| — | |
Loss on asset purchase agreement | |
| — | | |
| (132,750 | ) |
Total other income (expenses) | |
| 329 | | |
| (132,750 | ) |
| |
| | | |
| | |
Net loss | |
$ | (181,124 | ) | |
$ | (168,396 | ) |
| |
| | | |
| | |
Net loss per common share: basic and diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
Basic weighted average common | |
| | | |
| | |
shares outstanding | |
| 452,543,027 | | |
| 627,313,003 | |
The
accompanying notes are an integral part of these audited financial statements
TRUSTFEED CORP.
(formerly HEALTHMED SERVICES, LTD.)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
| |
Preferred Stock | |
Common Stock | |
| |
| |
| |
|
| |
Shares | |
Amount | |
Shares | |
Amount | |
Additional Paid-in Capital | |
Stock Payable | |
Accumulated Deficit | |
Total Stockholders' Deficit |
Balance, December 31, 2020 | |
| 50,000,000 | | |
| 50,000 | | |
| 313,577 | | |
| 314 | | |
| 626,999 | | |
| — | | |
| (677,313 | ) | |
| — | |
Return and cancellation of preferred stock | |
| (45,000,000 | ) | |
| (45,000 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| 45,000.00 | | |
| — | |
Issuance of Preferred shares for asset purchase | |
| 45,000,000 | | |
| 45,000 | | |
| — | | |
| — | | |
| 87,750.00 | | |
| — | | |
| — | | |
| 132,750.00 | |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (168,396 | ) | |
| (168,396.00 | ) |
Balance, December 31, 2021 | |
| 50,000,000 | | |
| 50,000 | | |
| 313,577 | | |
| 314 | | |
| 714,749 | | |
| — | | |
| (800,709 | ) | |
| (35,646 | ) |
Return and cancellation of common stock | |
| — | | |
| — | | |
| (47,500 | ) | |
| (47 | ) | |
| 47 | | |
| — | | |
| — | | |
| — | |
Common stock issued for cash | |
| — | | |
| — | | |
| 682,128 | | |
| 682 | | |
| 191,818 | | |
| 37,044 | | |
| — | | |
| 229,544 | |
Common stock issued for shares in Fastbase Inc and Quality International Corp | |
| — | | |
| — | | |
| 632,872 | | |
| 633 | | |
| 173,362 | | |
| — | | |
| — | | |
| 173,995 | |
Conversion of preferred shares into common stock | |
| (5,300,000 | ) | |
| (5,300 | ) | |
| 106,000,000 | | |
| 106,000 | | |
| (100,700 | ) | |
| — | | |
| — | | |
| — | |
Shares issued for rounding | |
| — | | |
| — | | |
| 216 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (181,124 | ) | |
| (181,124 | ) |
Balance, December 31, 2022 | |
| 44,700,000 | | |
| 44,700 | | |
| 107,581,293 | | |
| 107,582 | | |
| 979,276 | | |
| 37,044 | | |
| (981,833 | ) | |
| 186,769 | |
The
accompanying notes are an integral part of these audited financial statements
TRUSTFEED
CORP.
(formerly HEALTHMED SERVICES, LTD.)
STATEMENTS OF CASH FLOWS
| |
For years ended |
| |
December 31, 2022 | |
December 31, 2021 |
Cash Flows from Operating Activities | |
| | | |
| | |
Net Income | |
$ | (181,124 | ) | |
$ | (168,396 | ) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |
| | | |
| | |
Loss on asset purchase | |
| — | | |
| 132,750 | |
Shares in Fastbase Inc and Quality International Inc paid to consultant | |
| 173,995 | | |
| — | |
Changes in assets and liabilities | |
| | | |
| | |
Accounts receivable | |
| (30,000 | ) | |
| — | |
Prepaid expenses | |
| (5,865 | ) | |
| — | |
Accounts payable | |
| 2,060 | | |
| 2,952 | |
Net cash used in operating activities | |
| (40,934 | ) | |
| (32,694 | ) |
| |
| | | |
| | |
Cash Flows from Financing Activities | |
| | | |
| | |
Proceeds from the issuance of common stock | |
| 229,544 | | |
| — | |
Proceeds from related party debt | |
| 37,009 | | |
| 32,694 | |
Net cash from financing activities | |
| 266,553 | | |
| 32,694 | |
| |
| | | |
| | |
Net increase (decrease) in cash | |
| 225,619 | | |
| — | |
| |
| | | |
| | |
Cash, beginning of period | |
| — | | |
| — | |
| |
| | | |
| | |
Cash, end of period | |
$ | 225,619 | | |
$ | — | |
| |
| | | |
| | |
Supplemental disclosure of cash flow information | |
| | | |
| | |
Cash paid for interest | |
$ | — | | |
$ | — | |
Cash paid for taxes | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
Non-Cash investing and financing transactions | |
| | | |
| | |
Common stock issued for shares in Fastbase Inc and Quality International Corp | |
$ | 173,995 | | |
$ | — | |
Shares in Fastbase Inc and Quality International Inc paid to consultant | |
$ | (173,995 | ) | |
$ | — | |
Return and cancellation of preferred shares | |
$ | — | | |
$ | 45,000 | |
Return and cancellation of common stock | |
$ | 95,000 | | |
$ | — | |
The
accompanying notes are an integral part of these audited financial statements
TRUSTFEED CORP.
(formerly HEALTHMED SERVICES, LTD)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2022
NOTE 1 – NATURE AND DESCRIPTION
OF BUSINESS
HealthMed
Services, Ltd. the (“the Company”) was incorporated in the State of Nevada on September 14, 2000 as Telemax Communications,
Inc. On July 14, 2003, the Company changed its name to HealthMed Services, Ltd. The Company has no operations and in accordance with Accounting
Standards Codification (ASC) Topic 915 is considered to be in the development stage.
On April 16,
2021, A board member agreed to sell, assign, and transfer 4,850,000 shares of Company’s Series A Preferred Stock and deliver to
the Company for cancellation and return to treasury 45,000,000 shares of Company Series A Preferred Stock.
On April 27, 2021, James Shipley
resigned as President, Secretary, Treasurer, and Director of the Company at which time Rasmus Refer was appointed to these positions.
On September 23, 2022 the Company changed
its name to Trustfeed Corp. and its ticker to TRFE.
NOTE 2 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Basis of presentation
The Company’s financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
GAAP”).
The financial statements have been
prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of
the OTC Markets alternative reporting standard for interim financial information. Accordingly, they do not include all the information
necessary for a comprehensive presentation of financial position and results of operations.
It is management's opinion, however,
that all material adjustments (consisting of normal and recurring adjustments)have been made which are necessary for a fair financial
statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.
Use of estimates
The preparation of financial statements
in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.
Cash and cash equivalents
For the purpose of the statements of
cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The
carrying value of these investments approximates fair value. The Company did not have any cash equivalents as of December 31, 2022 and
2021.
Stock-based compensation
The Company follows ASC 718-10,
"Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for
goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions.
ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance. ASC 718-10
requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date
fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after
the grant date must be recognized.
TRUSTFEED
CORP.
(formerly HEALTHMED SERVICES, LTD)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2022
Earnings per share
The Company follows ASC Topic 260 to
account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income
by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are
determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During
periods when common stock equivalents, if any, are anti-dilutive they are not considered
in the computation.
Revenue recognition
We recognize revenue in accordance
with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) Accounting
Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires that five basic criteria be met
before revenue can be recognized: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract;
(iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied
a performance obligation.
Revenue recognition occurs at the time
product is shipped to customers, when control transfers to customers, provided there are no material remaining performance obligations
required of the Company or any matters of customer acceptance. We only record revenue when collectability is probable.
Fair value of financial instruments
The Company measures fair value in
accordance with ASC 820 - Fair Value Measurements. ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures
of fair value measurements. ASC 820 establishes a framework for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures,
ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three
(3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets
or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are:
Level 1 - Inputs are unadjusted, quoted
prices in active markets for identical assets or liabilities at the measurement date.
Level 2 - Inputs (other than
quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation
with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level 3 - Inputs reflect management’s
best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given
to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable
inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.
As defined by ASC 820, the fair value
of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other
than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer
a liability (“an exit price”) in an orderly transaction between market participants at the measurement date.
The reported fair values for financial
instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly,
certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of September
30, 2022 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying
amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties,
prepaid expenses and other, accounts payable, accrued liabilities, and related party and third-party notes payables approximate fair value
due to their relatively short maturities. The Company’s notes payable to related parties approximates the fair value of such instrument
based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements at December
31, 2022 and 2021.
TRUSTFEED CORP.
(formerly HEALTHMED SERVICES, LTD)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2022
Financial assets and liabilities measured at fair value
on a recurring basis are summarized below as of December 31, 2022:
| |
| Level
1 | | |
| Level
2 | | |
| Level
3 | | |
| Total | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Derivative
Financial Instruments | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
Financial assets and liabilities measured at fair value on
a recurring basis are summarized below as of December 31, 2021:
| |
| Level
1 | | |
| Level
2 | | |
| Level
3 | | |
| Total | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Derivative Financial
Instruments | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
Recent
accounting pronouncements
Company management does not
believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying
financial statements.
NOTE 3 - GOING CONCERN
The accompanying consolidated financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern
basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.
Management evaluated all relevant conditions and events
that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements are issued and
determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability
to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has not
generated any revenues to provide sufficient cash flows to enable the Company to finance its operations internally. As of December 31,
2022, the Company had $225,619 cash on hand. At December 31, 2022 the Company has an accumulated deficit of $981,833. For the year ended
December 31, 2022, the Company had a net loss of $181,124, and cash used in operations of $214,929. These factors raise substantial doubt
about the Company’s ability to continue as a going concern within one year from the date of filing.
Over the next twelve months management
plans to raise additional capital and to invest its working capital resources in sales and marketing in order to increase the distribution
and demand for its products. However, there is no guarantee the Company will generate sufficient revenues or raise capital to continue
operations. If the Company fails to generate sufficient revenue and obtain additional capital to continue at its expected level of operations,
the Company may be forced to scale back or discontinue its sales and marketing efforts. The consolidated financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 – RELATED PARTY
TRANSACTIONS
During the year ended December
31, 2022, the Company borrowed $32,310 from a shareholder for payment of operating expenses. The advances have 0% interest and are due
upon demand. As of December 31, 2022, and 2021, the Company had amounts due to related party of $69,703 and $32,694 respectively.
TRUSTFEED
CORP.
(formerly HEALTHMED SERVICES, LTD)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2022
NOTE 5 – INCOME TAXES
For the years ended December 31, 2022 and 2021, the cumulative
net operating loss carry-forward from continuing operations is approximately $981,833 and $800,709, respectively, and will expire beginning
in the year 2031.
The cumulative tax effect at the expected rate of 21%
of significant items comprising our net deferred tax amount is as follows as of December 31, 2022 and 2021:
| |
| 2022 | | |
| 2021 | |
Deferred tax asset attributable to: | |
| | | |
| | |
Net operating loss carryover | |
$ | 206,185 | | |
| 168,149 | |
Valuation allowance | |
$ | (206,185 | ) | |
$ | (168,149 | ) |
Net deferred tax asset | |
$ | — | | |
$ | — | |
Due to the change in ownership provisions of the Tax Reform
Act of 1986, net operating loss carry forwards of approximately
$981,833 for Federal income tax reporting purposes
are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future
years.
Due to the enactment of the Tax Reform Act of 2017,
the corporate tax rate for those tax years beginning with 2018 has been reduced to 21%.
NOTE 6 – STOCKHOLDERS’
DEFICIT
The Company is authorized to issue 1,000,0000,000 authorized
shares of common stock with a par value of $0.001. On June 3, 2022, the Board authorized the execution of a reverse split of the issued
and outstanding shares of the Corporation’s common stock at a ratio of up to one post-split share per two thousand pre-split shares
(1:2,000) at a time and exact ratio amount the Board of Directors deems appropriate. On September 2, 2022, FINRA provided a market effective
date for a 1-for-2,000 reverse stock split of the Company’s common stock that was approved by the Company’s Board of Directors
and shareholders. The Company’s equity transactions have been retroactively restated to reflect the effect of the stock split. The
Company had 107,592,614 and 313,657 issued and outstanding shares of common stock as of December 31, 2022, and December 31, 2021, respectively.
The Company also has 75,000,000 authorized
shares of preferred stock with a par value of $0.001 of which the Company has designated 50,000,000 shares as Series A Preferred Stock.
Each share of Series A Preferred Stock is convertible, at any time, at the option of the holder at a rate of 30% of the market price of
the stock based on a 10 day average trading price of the common stock. In addition, the holders of the Series A Preferred have voting
rights equal to 20 votes for each Preferred share held. As of December 31, 2022 and December 31, 2021, 500,000 and 5,000,000 shares of
Series A Preferred stock issued and outstanding, respectively.
The Company has also designated 7,500,000
Series B Preferred shares, and 15,000,000 Series C Preferred shares. No shares of Series B Preferred stock or Series C Preferred Stock
are issued and outstanding.
During the year ended December
31, 2022, a shareholder returned and the Company cancelled 47,500 shares of common stock (post-split).
During the year ended December 31,
2022, the Company issued 1,315,000 shares of common stock for cash proceeds of $192,500 as well as third party common stock valued at
$162,000 which was transferred to a consultant and recorded as consultant compensation. Additionally, the Company agreed to issue 271,896
shares of common stock for cash proceeds of $37,044. As of December 31, 2022, the shares had not been issued and were recorded as stock
payable.
During the year ended December 31, 2022, shareholders of
the Company’s Series A Preferred Stock elected to convert 5,300,000 shares of Series A Preferred Stock into 106,000,000 shares of
the Company’s common stock.
NOTE 7 – SUBSEQUENT EVENTS
Subsequent to December 31, 2022, the Company issued 403,630 shares of common
stock for cash proceeds of $48,287. Additionally, the Company issued 281,735 shares of common stock for cash proceeds of $37,044 received
in a prior period.
TRUSTFEED
CORP.
(formerly HEALTHMED
SERVICES, LTD.)
BALANCE SHEET
| |
March 31, 2023 | |
December 31, 2022 |
ASSETS | |
| | | |
| | |
Current assets | |
| | | |
| | |
Cash | |
| 198,335 | | |
| 225,619 | |
Accounts receivable | |
| 20,000 | | |
| 30,000 | |
Prepaid expenses | |
| 4,055 | | |
| 5,865 | |
Total current assets | |
| 222,390 | | |
| 261,484 | |
Total assets | |
$ | 222,390 | | |
$ | 261,484 | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accounts payable and accrued liabilities | |
| 9,982 | | |
| 5,012 | |
Due to related party | |
| 5,253 | | |
| 69,703 | |
Total current liabilities | |
| 15,235 | | |
| 74,715 | |
Total liabilities | |
| 15,235 | | |
| 74,715 | |
Stockholders' deficit | |
| | | |
| | |
Preferred stock, par value $.001; 75,000,000 shares authorized; | |
| | | |
| | |
44,700,000 and 44,700,000 issued and outstanding as of | |
| | | |
| | |
March 31, 2023 and December 31, 2022, respectively. | |
| 44,700 | | |
| 44,700 | |
Common stock; $0.0001 par value; ,1,000,000,000 shares authorized; | |
| | | |
| | |
108,517,979 and 107,582,614 shares issued and outstanding as of | |
| | | |
| | |
March 31, 2023 and December 31, 2022, respectively. | |
| 108,518 | | |
| 107,582 | |
Additional paid-in capital | |
| 1,118,671 | | |
| 979,276 | |
Stock payable | |
| 6,905 | | |
| 37,044 | |
Accumulated deficit | |
| (1,071,639 | ) | |
| (981,833 | ) |
Total stockholders' deficit | |
| 207,155 | | |
| 186,769 | |
Total liabilities and stockholders' deficit | |
$ | 222,390 | | |
$ | 261,484 | |
The accompanying notes are an integral part of these unaudited financial statements
TRUSTFEED
CORP.
(formerly HEALTHMED
SERVICES, LTD.)
STATEMENTS OF OPERATIONS
| |
For the three months ended |
| |
March 31, 2023 | |
March 31, 2022 |
| |
| |
|
Revenue | |
| — | | |
| — | |
| |
| | | |
| | |
Cost of Good Sold | |
| — | | |
| — | |
| |
| | | |
| | |
Gross Profit | |
| — | | |
| — | |
| |
| | | |
| | |
Operating expenses | |
| | | |
| | |
General and administrative | |
| 89,806 | | |
| 2,250 | |
Total operating expenses | |
| 89,806 | | |
| 2,250 | |
| |
| | | |
| | |
Loss from operations | |
| (89,806 | ) | |
| (2,250 | ) |
| |
| | | |
| | |
Other income (expenses) | |
| | | |
| | |
Total other income (expenses) | |
| — | | |
| — | |
| |
| | | |
| | |
Net loss | |
$ | (89,806 | ) | |
$ | (2,250 | ) |
| |
| | | |
| | |
Net loss per common share: basic and diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| |
| | | |
| | |
Basic weighted average commonshares outstanding | |
| 107,779,745 | | |
| 627,313,003 | |
The accompanying notes are
an integral part of these unaudited financial statements
TRUSTFEED
CORP.
(formerly HEALTHMED
SERVICES, LTD.)
CONSOLIDATED STATEMENTS
OF STOCKHOLDERS’ DEFICIT
| |
Preferred Stock | |
Common Stock | |
| |
| |
| |
|
| |
Shares | |
Amount | |
Shares | |
Amount | |
Additional Paid-in Capital | |
Stock Payable | |
Accumulated Deficit | |
Total Stockholders' Deficit |
Balance, December 31, 2022 | |
| 44,700,000 | | |
| 44,700 | | |
| 107,582,614 | | |
| 107,582 | | |
| 979,276 | | |
| 37,044 | | |
| (981,833 | ) | |
| 186,769 | |
Common stock issued for cash | |
| — | | |
| — | | |
| 935,365 | | |
| 936 | | |
| 139,395 | | |
| (30,139 | ) | |
| — | | |
| 110,192 | |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (89,806 | ) | |
| (89,806 | ) |
Balance, March 31, 2023 | |
| 44,700,000 | | |
| 44,700 | | |
| 108,517,979 | | |
| 108,518 | | |
| 1,118,671 | | |
| 6,905 | | |
| (1,071,639 | ) | |
| 207,155 | |
| |
Preferred Stock | |
Common Stock | |
| |
| |
| |
|
| |
Shares | |
Amount | |
Shares | |
Amount | |
Additional Paid-in Capital | |
Stock Payable | |
Accumulated Deficit | |
Total Stockholders' Deficit |
Balance, December 31, 2021 | |
| 50,000,000 | | |
| 50,000 | | |
| 313,577 | | |
| 314 | | |
| 714,749 | | |
| — | | |
| (800,709 | ) | |
| (35,646 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (2,250 | ) | |
| (2,250 | ) |
Balance, March 31, 2022 | |
| 50,000,000 | | |
| 50,000 | | |
| 313,577 | | |
| 314 | | |
| 714,749 | | |
| — | | |
| (802,959 | ) | |
| (37,896 | ) |
The accompanying notes are
an integral part of these unaudited financial statements
TRUSTFEED
CORP.
(formerly HEALTHMED
SERVICES, LTD.)
STATEMENTS OF CASH
FLOWS
| |
For the three months ended |
| |
March 31, 2023 | |
March 31, 2022 |
Cash Flows from Operating Activities | |
| | | |
| | |
Net Income | |
$ | (89,806 | ) | |
$ | (2,250 | ) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |
| | | |
| | |
Loss on asset purchase | |
| — | | |
| — | |
Shares in Fastbase Inc and Quality International Inc paid to consultant | |
| — | | |
| — | |
Changes in assets and liabilities | |
| | | |
| | |
Accounts receivable | |
| 10,000 | | |
| — | |
Prepaid expenses | |
| 1,810 | | |
| (5,000 | ) |
Accounts payable | |
| 4,970 | | |
| — | |
Net cash used in operating activities | |
| (73,026 | ) | |
| (7,250 | ) |
| |
| | | |
| | |
Cash Flows from Financing Activities | |
| | | |
| | |
Proceeds from the issuance of common stock | |
| 110,192 | | |
| — | |
Proceeds from related party debt | |
| 550 | | |
| 7,250 | |
Payment of related party debt | |
| (65,000 | ) | |
| — | |
Net cash from financing activities | |
| 45,742 | | |
| 7,250 | |
| |
| | | |
| | |
Net increase (decrease) in cash | |
| (27,284 | ) | |
| — | |
| |
| | | |
| | |
Cash, beginning of period | |
| 225,619 | | |
| — | |
| |
| | | |
| | |
Cash, end of period | |
$ | 198,335 | | |
$ | — | |
| |
| | | |
| | |
Supplemental disclosure of cash flow information | |
| | | |
| | |
Cash paid for interest | |
$ | — | | |
$ | — | |
Cash paid for taxes | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
Non-Cash investing and financing transactions | |
| | | |
| | |
The
accompanying notes are an integral part of these unaudited financial statements
TRUSTFEED
CORP.
NOTES TO FINANCIAL
STATEMENTS
MARCH 31, 2023
(Unaudited)
NOTE 1 – NATURE AND DESCRIPTION
OF BUSINESS
HealthMed Services, Ltd. the (“the
Company”) was incorporated in the State of Nevada on September 14, 2000 as Telemax Communications, Inc. On July 14, 2003, the Company
changed its name to HealthMed Services, Ltd. TheCompany has no operations and in accordance with Accounting Standards Codification (ASC)
Topic 915 is considered to be in the development stage.
On April 16, 2021, A board member
agreed to sell, assign, and transfer 4,850,000 shares of Company’s Series A Preferred Stock and deliver to the Company for cancellation
and return to treasury 45,000,000 shares of Company Series A Preferred Stock.
On April 27, 2021, James Shipley resigned
as President, Secretary, Treasurer, and Director of the Company at which time Rasmus Refer was appointed to these positions.
On September 23, 2022 the Company
changed its name to Trustfeed Corp. and its ticker to TRFE.
Trustfeed is a technology company
with access to a global database of company information. Trustfeed offers software-as- aservice (“SaaS”) based applications
and services to its business and consumer customers. Trustfeed is ambitious. The company’s goal is to be the leading global review
platform within two years. Trustfeed believes that trust is the foundation of the buyer digital journey. Consumers are jaded by the ‘wild
west’ approach to reviews and company information and want the reassurance that the information they are reading is from a reliable
authority.
Proprietary State-of-the-art crawler
technology, machine learning and Artificial intelligence tools are the techniques behind Trustfeed’s trustworthy information.
Trustfeed introduced a flexible,
modular subscription model where businesses can use Trustfeed’s basic services for free and will be able to subscribe for additional
paid services on Trustfeed’s platform.
Extended options will be added for
companies to access their profile and contribute additional useful information, org charts, product information and contact points for
additional fees.
NOTE 2 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Basis of presentation
The Company’s financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
The financial statements have been
prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of
the OTC Markets alternative reporting standard for interim financial information. Accordingly, they do not include all the information
necessary for a comprehensive presentation of financial position and results of operations.
It is management's opinion, however,
that all material adjustments (consisting of normal and recurring adjustments)have been made which are necessary for a fair financial
statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.
Use of estimates
The preparation of financial statements
in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.
Cash and cash equivalents
For the purpose of the statements of
cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The
carrying value of these investments approximates fair value. The Company did not have any cash equivalents as of March 31, 2023 and December
31, 2022.
TRUSTFEED
CORP.
NOTES TO FINANCIAL
STATEMENTS
MARCH 31, 2023
(Unaudited)
Stock-based compensation
The Company follows ASC 718-10,
"Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for
goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions.
ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance. ASC 718-10
requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date
fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after
the grant date must be recognized.
Earnings per share
The Company
follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined
by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common
share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents
outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.
Revenue recognition
We recognize revenue in accordance
with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) Accounting
Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires that five basic criteria be met
before revenue can be recognized: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract;
(iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied
a performance obligation.
Revenue recognition occurs at the time
product is shipped to customers, when control transfers to customers, provided there are no material remaining performance obligations
required of the Company or any matters of customer acceptance. We only record revenue when collectability is probable.
Fair value of financial instruments
The Company measures fair value in
accordance with ASC 820 - Fair Value Measurements. ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures
of fair value measurements. ASC 820 establishes a framework for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures,
ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three
(3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets
or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are:
Level 1 - Inputs are unadjusted, quoted prices
in active markets for identical assets or liabilities at the measurement date.
Level 2 - Inputs (other than quoted
market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market
data at the measurement date and for the duration of the instrument’s anticipated life.
Level 3 - Inputs reflect management’s
best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given
to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable
inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.
As defined by ASC 820, the fair
value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties,
other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to
transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date.
TRUSTFEED
CORP.
NOTES TO FINANCIAL
STATEMENTS
MARCH 31, 2023
(Unaudited)
The reported fair values for financial
instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly,
certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of September
30, 2022 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying
amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties,
prepaid expenses and other, accounts payable, accrued liabilities, and related party and third-party notes payables approximate fair value
due to their relatively short maturities. The Company’s notes payable to related parties approximates the fair value of such instrument
based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements at March
31, 2023and December 31, 2022.
Financial assets and liabilities measured
at fair value on a recurring basis are summarized below as of March 31, 2023:
| |
| Level
1 | | |
| Level
2 | | |
| Level
3 | | |
| Total
| |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Derivative Financial Instruments | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
Financial assets and liabilities measured
at fair value on a recurring basis are summarized below as of December 31, 2022:
| |
| Level
1 | | |
| Level
2 | | |
| Level 3 | | |
| Total | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Derivative Financial Instruments | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
NOTE 3 - GOING CONCERN
The accompanying consolidated financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern
basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.
Management evaluated all relevant
conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements
are issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s
ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company
has not generated any revenues to provide sufficient cash flows to enable the Company to finance its operations internally. As of March
31, 2023, the Company had $198,335 cash on hand. At March 31, 2023, the Company has an accumulated deficit of $1,071,639. For the three
months ended March 31, 2023, the Company had a net loss of $89,806, and cash used in operations of $73,026. These factors raise substantial
doubt about the Company’s ability to continue as a going concern within one year from the date of filing.
Over the next twelve months management
plans to raise additional capital and to invest its working capital resources in sales and marketing in order to increase the distribution
and demand for its products. However, there is no guarantee the Company will generate sufficient revenues or raise capital to continue
operations. If the Company fails to generate sufficient revenue and obtain additional capital to continue at its expected level of operations,
the Company may be forced to scale back or discontinue its sales and marketing efforts. The consolidated financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as a going concern.
Recent
accounting pronouncements
Company management does not
believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying
financial statements.
NOTE 4 – RELATED PARTY TRANSACTIONS
During the three months ended March
31, 2023, the Company borrowed $550 from a shareholder for payment of operating expenses and repaid $65,000 of advances to the same shareholder.
The advances have 0% interest and are due upon demand. As of March 31, 2023, and December 31, 2022, the Company had amounts due to related
party of $5,253 and $69,703 respectively.
TRUSTFEED
CORP.
NOTES TO FINANCIAL
STATEMENTS
MARCH 31, 2023
(Unaudited)
NOTE
5 – STOCKHOLDERS’ DEFICIT
The Company is authorized to issue
1,000,0000,000 authorized shares of common stock with a par value of $0.001. On June 3, 2022, the Board authorized the execution of a
reverse split of the issued and outstanding shares of the Corporation’s common stock at a ratio of up to one post-split share per
two thousand pre-split shares (1:2,000) at a time and exact ratio amount the Board of Directors deems appropriate. On September 2, 2022,
FINRA approved a 1-for-2,000 reverse stock split of the Company’s common stock that was approved by the Company’s Board of
Directors. The Company’s equity transactions have been retroactively restated to reflect the effect of the stock split. The Company
had 108,517,979 and 107,582,614 issued and outstanding shares of common stock as of March 31, 2023and December 31, 2022, respectively.
The Company also has 75,000,000 authorized
shares of preferred stock with a par value of $0.001 of which the Company has designated 50,000,000 shares as Series A Preferred Stock.
Each share of Series A Preferred Stock is convertible, at any time, at the option of the holder at a rate of 30% of the market price of
the stock based on a 10 day average trading price of the common stock. In addition, the holders of the Series A Preferred have voting
rights equal to 20 votes for each Preferred share held. As of March 31, 2023 and December 31, 2022, 44,700,000 and 44,700,000 shares of
Series A Preferred stock issued and outstanding.
The Company has also designated 7,500,000
Series B Preferred shares, and 15,000,000 Series C Preferred shares. No shares of Series B Preferred stock or Series C Preferred Stock
are issued and outstanding.
During the three months ended March
31, 2023 the Company issued 935,365 shares of common stock for cash proceeds of $140,331, of which $37,044 has been received in a prior
period. Additionally the Company agreed to issue 46,900 shares of common stock for cash proceeds of $6,905. As of March 31, 2023 the shares
had not been issued and were recorded as stock payable.
NOTE 6 – SUBSEQUENT EVENTS
In accordance with ASC Topic 855-10,
the Company has analyzed its operations subsequent to March 31, 2023, to the date these financial statements were available to be issued
and has determined that it does not have any material subsequent events to disclose in these financial statements.
(b) Exhibits.
2.1 |
|
Contribution Agreement, dated September 14, 2021* |
3.1 |
|
Articles
of Incorporation, dated September 14, 2000 (1) |
3.2 |
|
Certificate
of Amendment, dated July 24, 2003 (1) |
3.3 |
|
Certificate of Change, dated April 27, 2010 (2) |
3.4 |
|
Certificate
of Amendment, dated May 3, 2011* |
3.5 |
|
Certificate of Amendment, dated March 6, 2019* |
3.6 |
|
Certificate of Amendment, September 23, 2021* |
3.7 |
|
Certificate of Change, September 23, 2021* |
3.8 |
|
Certificate of Amendment, dated November 7, 2022* |
3.9 |
|
Amended and Restated Certificate of Designation for Series A Preferred Stock, dated November 7, 2022* |
3.10 |
|
Certificate of Withdrawal for Series B Preferred Stock, dated November 7, 2022* |
3.11 |
|
Certificate of Withdrawal for Series C Preferred Stock, dated November 7, 2022* |
3.12 |
|
Bylaws
(1) |
14.1 |
|
Code
of Ethics |
23.1 |
|
Consent of Gries & Associates, LLC |
* Filed Herewith
(1) |
Incorporated
by reference to Registration Statement on Form S-1 filed July 21, 2008 |
(2) |
Incorporated
by reference to the Registration Statement on 8-K filed with the Securities and Exchange Commission on June 10, 2010 |
SIGNATURES
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Trustfeed Corp.
By: |
/s/ Rasmus Refer |
|
|
Name:
Rasmus Refer
Title: Chief Executive
Officer (Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer)
Date: May 31, 2023 |
|
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